Marvel's Spider-Man
by cornholio4
Summary: My version of the current Spider-Man cartoon. Peter Parker has just became both a superhero and a student at Horizon High. See how he juggles both while worrying about the villains about.
1. Learning to Crawl part 1

**If you have been a fan for a while, I am sorry that it seems I am more insistent on rebooting Spider-Man than Sony actually is. I may go back to the other one some other time as an alternative but I have decided to do my version of the current Marvel's Spider-Man cartoon, fixing some problems I have with it including repeating the mistakes of Ultimate Spider-Man of him teaming up with other heroes too early (I want to build up to them myself) and them deciding to give Spidey his own team again (seriously having Peter and Miles as both Spider-Men or whatever they give Miles in the cartoon now, at the same time as Peter's early days doesn't seem right to me).**

 **The prequel shorts happened as they are but Peter is using the MCU homemade suit as I really don't like the version from teh cartoon. I would be okay in the suit without the spider logo if the mask didn't have the mouth hole as it distracts too much for me.**

" _An assassination attempt on President Stan Kirby was foiled today by leader of the Avengers, Captain America. The suspect has been apprehended and identified as international terrorist Karl Morgenthau. Morgenthau has several arrest warrants issued around the world..."_

" _It seems that Mayor Randolph Cherryh may have some steep competition in the New York Mayoral Election. Recent opinion polls suggests that Mayor Cherryh'' opponent, Wall Street investor Leland Owlsley has a clear lead..._ "

" _It seemed that the Asgardian Avenger known as Thro was spotted in Norway fighting what appeared to be a giant wolf that was terrorizing the citizens..._ "

" _Noted neurosurgeon Doctor Stephen Strange was involve car accident late one night. Dr Strange had been rushed to surgery and doctors have said that they hope he will make a recovery..._ "

On Queens, New York and on top of a building one Saturday morning was a small lean boy in a red full face mask, goggles, red and blue hooded sweat clothes with a black spider stitched on them, electronic gauntlets on his hands, red boots, red fingerless gloves. He sighed as he knew what he had to do.

He was Peter Parker a fifteen year old science prodigy who had gained enhanced senses, speed and strength thanks to a spider bite during a school field trip to Oscorp.

Two weeks since he had gotten these powers and now he finally knew what to do with them. His Uncle Ben had told him recently that with great power comes great responsibility and now he knew how true that was. His Uncle had written it down as an equation which he saved as a photo on his phone. He glanced at it before pocketing it.

This was the first step.

He then looked at his devices on his wrists, 'web-shooters' he called them and he had managed to put them together using spare parts from old computers and other broken down devices he had found. He then focused himself on the surroundings around him; this was what the goggles were for as it helped him with his enhanced senses.

Taking a leap of faith quite literally he jumped down and immediately began thinking this was a bad idea. He was screaming while trying to throw his hand out and press his web-shooters only barely managing to stick out a web to stick to another building and allow him to turn around.

"Looks like I'm web-slinging now!" he said to himself quite happily thinking he can get the hang of it soon, he then began turning direction to see where that would take him. It was the Manhattan area and he was hoping to find somewhere to help out.

He then noticed an out of control car coming to where he was, " _This is do or die time Pete!_ " he thought to himself as he managed to let go of his web and jumped down. He was happy that he had managed to make a safe landing like that.

He saw the car coming this way so he decided to try and use both of his web-shooters to create a big web between a lamppost and a mail bin. He was surprised that it worked and covered his eyes when he saw the car coming. He uncovered them again and had a look of triumph to see that the web actually managed to stop the car.

"What the hell was that man?" asked a woman angrily to the driver as he quickly got out. The driver then began saying that it was just that his brakes broke and he lost control. He looked around and saw people were taking photos.

"You can call me Spider-Man." Peter told them as he then web slinged away. He then went up to a building and sat down next to a gargoyle statue. "I can consider that a win, I stopped an out of control car from hurting anyone!" Peter said before hearing his phone go off.

He went to it and saw it was an email alert, his heart stopped when he saw what it was. " _HORIZON HIGH? MAX MODELL IS ONE OF MY SCIENCE HEROES! I READ EVERY PAPER HE PUBLISHED ON HIS WEBSITE!_ " Peter grinned happily before opening it up.

It said that Max Modell himself had looked at his grades and transcript and was offering him a scholarship to Horizon High... Was this real? He didn't even apply?

That means no more being made fun of at Midtown High for his geekiness and for being a Braniac and he go to school with his best friend Harry Osborn again. He then got a call from his Aunt May and then answered it.

He was so excited he then began telling her about the email before she could even speak. He was weirded out when she started chuckling and told him " _I knew this would be a shock to you when you found out, I knew how smart a boy you were so I sent in your grades and transcript with an application to a spot that was open._ "

His mouth was wide open behind his mask and he asked "so wait you did this? Why didn't you tell me Aunt May?"

" _I guess I should have but I so wanted to make this a surprise, I talked to Mr Modell on the phone and he seemed very keen on seeing you as a candidate for this scholarship he decided to give out._ "

Peter still couldn't believe it and didn't know what to say; he huffed and told her "you didn't have to do this Aunt May but... Thanks for this and everything else you have done for me. I really appreciate it."

" _It's nothing Peter so don't mention it._ " Aunt May told him and they said goodbye before hanging up. He then noticed the gargoyle next to him as he put his phone away.

"Hi you. I'm Spider-Man and do you have a name? Do you mind if I just call you Bruce?" Peter asked the still statue and then began thinking happily.

" _So yeah the newest student at Horizon High is a geek who is secretly now a superhero and now talks to statues._ "

*PB*

Later that day entering a house grumbling while carrying a shopping bag was a blonde haired sixteen year old boy wearing a black shirt and green pants. "I got the groceries you wanted mum." He shouted putting it on a table as he entered the living room where his mother a black haired woman was watching TV.

"Hope you managed to stay out of trouble Clayton." The woman said to her son Clayton Cole sounding a bit cold which he was angered by. The room had a huge trophy face filled with different science trophies.

He saw she was watching the news on TV and reporter Whitney Chang was discussing the earlier incident by the new figure known as Spider-Man. His eyes widened and he then thundered "Spider-Man? That's the name this new guys is going with? I had a better costume and a better name!"

"Clayton please stop!" his mum shouted standing up and facing him. "I am still not over that stunt you pulled last month! You cost yourself your internship at Horizon High and caused so many dollars in property damage, you are under house arrest and we are lucky that Mr Modell didn't press any charges provided you do some community service!"

"Can we please not get over this? It was an accident, I thought I had everything worked out!" Clayton shouted as his mother looked at him in disbelief.

"People could have gotten hurt Clayton including you! In fact that Beck guy did get hurt and I just had to chip in his hospital bills! You are a star in the science competitions, why on earth did you throw it all away and taint your promising future for this shot at playing hero?"

"Conventional science is old school Mom! Superhero science was the new in. I thought I could become a big name like Tony Stark and Hank Pym. People know who they are but hardly anyone knows Phineas Mason or Helen Cho! Max Modell and Stephen Hawking are among the only ones who are mostly known without being superheroes. I thought with my sonic pulse generator, I could join the big leagues!" Clayton told her as his mum just sighed and slapped her forehead.

"You managed to invent something like that but you waste it in this. You are not Tony Stark or Hank Pym; they were experienced in their fields before they did all this. You are lucky about all this; do you know the man they say is going to be the next mayor? Leland Owlsley, he wants to crack down on these masked types and people like you imitating the superheroes are adding fuel to his arguments." His mum sighed.

Clayton just glared at her before making his way to his bedroom. After locking his bedroom door, he then found the loose bit of his carpet and pulled it out and the n pulled down some loose floorboards.

At least he was smart enough to build another prototype of his equipment, made in secret while in a lab at Horizon High. There was also a spare costume he made. He knew they would know it was him again but he was going to make his mark in the city. He then grimaced remembering the incident that got him expelled from Horizon High:

 _A month ago, in a hiding spot at the campus Horizon High, Clayton was in a white and black stitched together suit. He had an electrical backpack on which was connected to thrusters on his gloves and boots. He was looking at a man in a purple cloak with a high collar. He had a helmet on which resembled a fishbowl. Underneath the cloak the man was wearing a jetpack device that Clayton had worked on._

 _"_ _The things I do for even a little work, I am now working at some teen's superhero flash mob..." the guy muttered in annoyance. The man was Quentin Beck a lesser known stage actor who was having trouble finding work recently._

 _"_ _Remember what we talked about, after I send the smoke grenades you use the jetpack and holographic technology I borrowed, maybe make a speech and then make the speech. I come one in and save Polly from you, only for you to get away. I make myself known as a superhero and I give you the money I promised." Clayton told him in glee._

 _Quentin muttered quietly wondering if this was worth fifty bucks. Clayton then put on his mostly white full face mask and goggles. He then threw a modified smoke grenade set to engulf the entire campus._

 _Quentin in his costume was floating about using his jetpack, once he got everyone's attention he then shouted through the voice amplifier and modulator built into his helmet "_ _ **BEHOLD MORTALS, I AM THE GREAT AND POWERFUL MYSTERIO! I HAVE COME TO BRING YOU DOOM, I AM THE SORCEROR KING OF A DIMENSION AND I HAVE DECIDED TO COME HERE TO ADD THIS PLACE CALLED EARTH TO MY DOMAIN! SURRENDER NOW OR FACE MY MAGICAL POWERS!**_ _"_

 _People were watching this as if it was a show and began taking videos and pictures on their phones, especially as he used the hidden holographic tech to make holograms of fire appear._

 _"_ _You will not be getting the Earth without a fight you villainous tyrant! I am Clash the Spectacular Sultan of Sound, New York's new defender and I will start by sending you back to where you came from." Clash shouted floating about using the sound thrusters from his boots. He had his backpack use a built in sound system to play his custom made rock music._

 _It was only after the time of practice that he had that Clayton could keep himself in the air but even then he was stumbling a bit, Clayton then decided to point the palm of his hand to Quentin. He then sent a small sound blast to Quentin's direction, supposedly to scare the 'villain' off._

 _To his astonishment and horror it was much bigger than intended and Quentin belt to the ground and was knocked unconscious. "Oh no, I must have sent it to a higher setting by mistake..." Clayton muttered in shock looking at his hand and accident setting off another sound blast from his other hand which knocked down a piece of the wall of the Horizon Building._

 _He then lost his balance and fell to the ground, next thing he knew he was being unmasked and saw the glaring voices of security and Max giving him a very displeased look._

Tomorrow, he will make sure Modell pays for expelling him.

 **I liked Clash as you could see by how I used him in Spidey. I was excited when I learned he would be in Marvel's Spider-Man only to be disappointed by how he and Shocker were used. I have decided to make him the first foe in this story and to have a more accurate portrayal.**

 **I feel Clayton is an underrated villain and could be a great foil and antithesis to Peter, showing what he could be if he was reckless and irresponsible with his brains and tech knowledge as well as if he kept being out for himself.**


	2. Learning to Crawl part 2

The next day at the Coffee Bean, a local coffee shop in the Queens area which teenagers use as a hangout. Peter a brown haired boy in his normal clothes of jeans and a yellow shirt was talking to 'Flash' Thompson a much bigger blonde haired boy. They were there for a tutoring session.

"...Flash, without air resistance to be accounted for it would be possible for a rock and a feather to land at the same time once dropped at the same point..."Peter was explaining to Flash as he was staring at the notes in disbelief.

"So a rock and a feather... Seriously Parker how is this physics supposed to make sense? Why don't we learn about the cool science like how Tony Stark builds his armors?" Flash complained as Peter just covered his face with his hands.

" _Don't worry Peter, after today you will only need to see Flash on these tutoring sessions. Once you are at Horizon High?_ " Peter thought to himself as he calmed himself down.

"Look even Tony Stark had to learn all this before he made his armor. Well he did make his first circuit board as a toddler so he probably learned it all very easily and quickly so... bad example..." Peter chuckled weakly as Flash just glared at him. Peter sighed again and shook his head.

"Well Flash, since you have been making some progress how about we call it a day?" Peter asked as Flash then put his stuff away.

"I better get better al all this science stuff soon, if I fail Mr Salerno's test I can kiss my spot on the team goodbye..." Flash muttered as he then went off.

"Wow, it looks like dealing with Flash hasn't gotten any easier after I left Midtown." said a black haired boy Peter's age in a green shirt and black trousers. The boy Harry Osborn sat down next to Peter and they greeted eachother.

"Well I may not have to deal with him so much anymore because guess what email message I got!" Peter said digging out his phone and showing Harry the email. Harry looked at it with his mouth wide open.

"That's great Peter; we will both be at Horizon together! I can show you all the classes and we can work on our projects together. The school lets you work on your own experiments in your own labs!" Harry told him ecstatic which Peter returned.

"Plus no more nerdy Peter to be made fun of, there will be other braniacs like us. I bet Alistair will be happy to have no more academic rivals at Midtown." Peter told him and they shared a laugh.

They then heard rock music and then both ran outside to see there was a crowd being drawn. They looked and saw Clayton in his costume floating in air and going past with his thrusters. They then both realized who it was.

"Wait, isn't that Clayton Cole?" Peter asked remembering the photos on the news websites.

"Oh yeah, a student at Horizon who got expelled after using an invention he made to try and pretend to be a superhero. How stupid is that?" Harry asked Peter and he looked at him trying not to look sheepish. Especially with what he started doing.

"Sorry Harry, I have to go... I will see you at Horizon tomorrow..." Peter told him running away leaving behind a puzzled Harry.

Peter then went into an alleyway to change into the Spider-Man outfit and Web-Shooters he brought with him. " _I better go see what he is up to, especially since he paid an actor to pretend to be a supervillain for him to fight..._ " Peter thought in his head.

*PB*

Max Modell, a big man with glasses, red hair and a goatee and a light blue collared shirt was driving about in his car. The respected scientists, founder, owner and principal of Horizon Academy were making a delivery to his building. He stopped his car when he saw there was some sort of police blockade going on at the roads.

Confused he exited through the door of his car and went up to one of the police officers. "Can you please tell me what is going on officer?" he asked one of the police officers, a bald headed African American man with a black goatee.

"Seems that the Clash kid wants to make a comeback." The police officer told him pointing up to the sky. Max was taken aback by this and looked up to gasp at the sight of Clayton floating about in his suit.

"Plus we got a call from Cole's mother saying that she found his tracking bracelet deactivated in his room along with a screwdriver. Must have been planning this for quite some thing." Remarked one of the other police officers as Max was staring at Clayton in the sky.

"Clayton, is that you?" Max asked alarmed and a little angry, Clayton then floated down at the other side of the blockade. He was facing his palms at the police cars and the police officer told his men to clear the area.

The police officers got the civilians and Max far back enough to be out of the way as Clayton sent sonic sound blasts to push the police cars back. He then began walking towards Max and yelled out "Max Modell, I looked up to you! I wanted to show you how bright my future will be and show I could be the next Tony Stark! Just because of one little accident, you expel me?"

Max was taken back and yelled at him "One little accident? You staged a dangerous stunt to pretend to be a hero that caused damage to the property we still haven't fixed, you almost got yourself killed and you endangered yourself and your fellow students. Do you really think real superheroes would do what you did?"

Clash then angrily was ready to shoot a sonic pulse at Max but he then began running away with Clayton coming after him. "So a delusional kid with gadgets gets himself into trouble trying to be a superhero so he decided to get revenge on his old idol, we got a real Syndrome on our hands." Commented one of the police officers earning looks from the main police officer and the other officers.

"What Captain Morales? The Incredibles is my favorite movie and I must have watched that trailer for the sequel over a hundred times..." muttered the officer as the main one.

"Well Manolis, just focus on catching the Cole kid before he has his chance to send in an Omnidroid." Police Captain Jefferson Morales snarked at the officer as they armed themselves and went chasing after Clayton.

Clayton then turned around and sent a sonic blast at their direction, before they could even shield themselves Peter went slinging by and pushed them out of the way. "Oh great another one..." one of the police officers muttered.

"Don't worry officers, your friendly neighborhood Spider-Man is here!" Peter told them with a salute as he then noticed that the blast ended up hitting and destroying one of the police cars. "Sorry..." Peter muttered sheepishly as he then began going after Clayton.

They were about to question Peter when Clayton used a pulse to send a car after Peter which he caught to their amazement and then jumped right over to get at him. "Should we do something captain?" one of the police officers asked Jefferson who was looking at the scene perplexed.

"This could easily be either another of Cole's stunt or someone trying to help, let's just wait and see." Jefferson ordered and they complied. Hopefully he would not end up regretting that decision.

"I am after my revenge so I do not need to go after some lousy copycat!" Clayton shouted at him floating in the air avoiding a blast of web that Peter shot right at him.

"Hey, I am no copycat! You were some sound guy and I am an Arachnid one. Besides why would I want to copy you?" Peter taunted making Clayton quite angry. A realization came to Peter and he asked "What do you hope to accomplish? Everyone knows who you are under that mask and you will probably be going to Juvie after this!" Peter asked as Clayton just laughed.

"I can always run away and reinvent myself somewhere else with a new name. I am a genius, besides even if I am caught I will make sure I will get my revenge first. First on Modell and then everybody who had been making fun of me for the last month..." Clayton shouted only for Peter to use the time that Clayton spent monologing to aim at his goggles and sent a shot of webbing to it.

Peter then ran to another building as Clayton ripped the webbing off his goggles and tried to find where Peter went. Peter walked up one of the nearby buildings. " _Quickly before he finds me, I see that the backpack must be the source of his technology. I f I take that out then I take out Clash and I will just have to hand him over to the police afterwards..._ " Peter thought in his head as he calculated the trajectory on how to make it to where Clayton was floating about haphazardly.

He then jumped from the building and shouted right at a lamp post and turned to Clayton's direction. Aiming carefully he punched at Clayton's backpack causing it to malfunction as he caught him in his arms.

Peter then managed to land safely and let go of Clayton, Clayton had time to catch his bearings as he was being unmasked and handcuffed.

"So what about the webbing all around here?" asked one of the police officers with a slight glare to Peter and he shrank down.

"Don't worry; it dissolves after an hour..." Peter explained as Max went up to him.

"Spider-Man, is it?" Max asked and Peter was lost for words about meeting one of his heroes in person and just nodded. "Thanks for the help there, if you are going to keep doing this then please make sure you are not reckless like Clayton was or try and squander your gifts." Max asked and Peter gave him a salute.

"I can't speak for the rest of the NYPD but in my books anyway, I think you might be alright Spider-Man. Try and be careful out there!" Jefferson told him as Clayton was being hauled into a police car. Peter then gave a salute as he then web slinged off.

*PB*

A limo arrived at a large office building. Out exited a mustached African American man wearing a red cap and a light blue hooded jumper. The man called Tony Consiglio called to the other man in the limo saying "come on Lee, after Owlsley sees you the position will be as good as yours."

Out next from the limo was a cold looking messy black haired man in his early twenties in a trenchcoat. The man called Lee Price sighed as he followed Tony to the entrance of the building. "Not that I am not grateful for you getting me this interview Tony but... Why is a rich Mayoral candidate interested in a discharged Army Ranger for a job?" Lee asked sounding like he was actually quite unconcerned about the situation.

"Well please don't be offended Lee but... He needs someone quite willing to compromise their own morals and he works with some 'unsavory' people." Tony stated looking a bit uncomfortable with telling Lee this, as if he would be offending him.

"Of course he is Tony; he's on Wall Street going to be a politician." Lee fired back at Tony who just laughed in return.

*PB*

" _While Mr Clayton Cole has been brought into police custody, if seemed there is a new masked crime-fighter on the scene known as Spider-Man..._ " said Whitney Chang on the news.

At the two bedroom apartment shared by Peter and his Aunt May a brown haired woman, they were sitting down watching the news on TV while eating dinner. "I swear it's getting more dangerous to be out there nowadays. Best to stay far away from those sort of things." Aunt May sighed and Peter gave a nod while trying not to act suspicious.

"But still you've got a big day tomorrow, you're first day at Horizon High. I best Ben would be so proud of you!" Aunt May told Peter giving him a hug which he returned and smiled.

Peter then finished his food and went back to his bedroom. He got out his phone to show the equation his Uncle Ben had brought up and so began using an old sewing machine he had fixed up to sew the equation into the back.

" _Apart of me feels bad for Clayton but he needed to be stopped and I hope he learns his lesson about responsibility now. I wish the lesson didn't sink in me too late too. I may have lost Uncle Ben but I will honor his memory by using his example of using my gifts responsibly. This weekend started a new chapter for me and I intend to see it all the way through. Plus I might try and find Bruce again next week and bring him up to speed, it would be nice to have a friend I could talk to about all this..._ " Peter smirked as he was working on the sewing.

 **When I noticed the similarities of Clash and Syndrome, I could not resist making the Incredibles joke! I hope to keep this story going and maybe one day it could have its own TV tropes page!**


	3. First Day part 1

That very night in an alleyway Lee and Tony were in a car with Tony driving them to a secret meeting place. "I told you that Owlsley would give you that job Lee. Trust me we will be going places, especially after we pull some strings to help him get into the Mayoral office." Tony was telling Lee as they got exited through the car and started walking into the alleyway.

"Tony, when you told me that you could get me a job, I didn't know what job you could get me a job after getting dispatched. I never thought the job would be playing errand boy for some rich doofus giving messages to gangs of street punks." Lee said out loud with an air of boredom as they were then confronted by two men.

Tony looked unsettled while Lee was unconcerned while the two men were glaring at them. One was a brown haired man in sunglasses and a dark purple jacket and the other was an African American man with wild hair and a goatee while wearing a red shirt and black jeans.

"So Tony, this is the army ranger you told us about. Let me tell you something buster you probably heard of another army man called Castle. Last time he was here in Queens, he took care of half of our guys so if you are thinking we are going to give you a free pass because you served in the military then you are dealing with the wrong..." the man in purple shouted getting into Lee's face only to have the other man put a hand on his shoulder.

"You have to forgive Herman, he can be set off by a lot of things." The other man told Lee shaking his hand but Lee just gave a bored shrug. Tony then decided to formally introduce the two of them to Lee.

"Lee, this is Aaron Davis and Herman Schultz. They are of the Enforcers gang and they have worked with various groups from the Rat Pack to the Maggia." Tony introduced them and Lee gave them a small smile to give the projection of politeness.

"Nice to meet you Lee but please keep in mind, there are others who might not be as patient or as understanding as I am. Some other guys might react worse than Herman did." Aaron told Lee and Herman just shook his head and crossed his arms. "So Owlsley wants us to do a task?" Aaron asked getting down to business as Lee took some notes from his coat pocket.

"Owlsley wants the Enforcers to do something, you know that hot shot scientist Max Modell? He has been critical of Owlsley's planned policies and Owlsley wants us to discredit him. We got word that tomorrow after his little private academy finished, he plans to have some of the confiscated and dangerous tech moved to somewhere else. Apparently he wants them to have dismantled safely somewhere else. We got notes of some stuff that's there as well as transport schedules." Tony explained handing the notes over.

"Owlsley says once you have them you can sell them off. Once Modell's dangerous junk is on the streets, Owlsley can use it to discredit him and that he can use the chaos for his platforms. One of the cleanest election tactics I had ever heard of..." Lee told them dryly causing Tony and Aaron to laugh.

"You are alright Lee, You are alright." Aaron told him patting him on the shoulder. "Come on Herman, we need to get the boys up and early tomorrow. We have short time to do this." Aaron told Herman as they left.

"A job done Lee but don't worry if this was too boring for you. There is plenty more jobs to be done." Tony told Lee as they made their way back to their car.

*PB*

The next morning Peter was excited as he was walking with Aunt May to his very first day at Horizon Academy. He was being hugged by Aunt May who told him "have a good time Peter; please tell me how your day went when you get home. I promise I will try and make sense of whatever you learned." Peter nodded as she let go and waved to her as he was going to the entrance.

The size of the Academy was huge and it looked like it could be some government lab facility. The colors were grey and dark blue and it had a futuristic feel to it.

He was looking at the construction crew that was hard at work at a closed off section of the academy. He stood to stare at it. "They are working to fix the damage done by that simpleton Clayton Clash. I used to think he could be a worthy rival to me but he turned out to be too foolish and stupid." said a female voice and Peter then saw someone behind him.

It was an East Asian girl with glasses, black hair, jeans, a purple sweater and an arrogant conceited smile. "Hi, I'm Peter Parker and I'm new here." Peter told her deciding to be polite and giving her a wave which just made her laugh.

"Sajani Jaffrey, the student body president here at Horizon High. Mr Parker if you want to know the #1 rule here at Horizon: don't get in my way." The girl told him introducing herself. Then Harry came in and then went in front of Sajani.

"Please give Peter some slack here, this is his first day and all." Harry told her and Sajani just shook her head and sighed.

"So Parker is friends with you Osborn? He doesn't look like he comes from the same kind of family as you so you must feel sorry for him." Sajani stated before making her way into the school entrance.

"Sorry about that Peter, Sajani is basically the Queen Bee of the school. Stay clear of her and you will be fine." Harry told him before motioning him to follow into the entrance.

Peter was amazed when he saw the large entrance area of the school with students walking around. He noticed there were those wearing full body suits with lenses for the eyes which were off different colors though each of them had two primary colors. "What's with the fancy get ups? Is Mr Modell putting together his own superhero team?" Peter asked and Harry was about to answer him when they heard a laugh.

Peter turned around and was shocked to see Max Modell standing there. "They are my patented Modell Impact Suits, they are used for protecting when use of testing or making use of a potentially dangerous machine." Max explained and then offered his hand for Peter to shake which he gleefully accepted.

"Nice to have you here Mr Parker and I am sure you and Mr Osborn will prove to be valuable students here at the school." Max told them as he then handed Peter his schedule and directed them to their first class.

*PB*

After a day of classes which included Howard Stark's inventions in history as well as starting the study of electrical engineering for their future projects, it seemed that the end of the school day came too early for Peter's liking.

"I will catch you later Peter, dad wants me to come home as soon as possible to look at a project Oscorp is working on." Harry told him and Peter told him he would see him later.

Peter was about to walk into the entrance area to go out the front door when he felt that he could feel something was off like a low signal off his Spider-Sense. Suspicious he sneaked to the left area of the building until he found himself near the loading area of the school.

He saw some guys in masks and holding guns and were placing boxes at the back of the truck.

"Come on, let's get this stuff loaded and ready to go before the guys meant to pick up this stuff arrive..." one of the guys muttered and Peter was shocked that it seemed that the school was being robbed.

He felt his phone begin ringing and he saw it was a text from Aunt May:

 **Sorry Peter but I may have to be working a bit late, can you make it to home on your own? Plus you have to tell me how your first day went.**

Peter thought that this meant he could take care of the guys himself and then quickly typed up a reply:

 **No problem Aunt May and sure will.**

He then quickly changed into his Spider-Man suit and then put his backpack to a corner. He then shot out two webs to disarm two of the guys. "I will have to ask for your hall pass if you don't mind?" Peter shouted to the guys who began firing at him which he used his Spider-Sense to quickly dodge.

Shultz was there and was with Davis, "We got enough stuff Shultz, get in quick!" Davis shouted to Schultz as he went to the driver's seat and Schultz crawled into the back of the truck as it went off.

"Wait, you're leaving us behind to deal with this joker?" shouted one of the men as Peter made short work of them.

"Looks like I have to catch these guys..." Peter said to himself as he then began web slinging after the truck.

Unknown to Peter, Max had gone into the area to supervise the pick up when the truck arrived and saw Spider-Man dealing with the robbers. His eyes widening when he noticed the backpack with Peter's clothes in them.

 **Yes I definitely want to do a more accurate job of the Shocker than the show did, plus Sajani will be filling the role that Gwen did.**


	4. First Day part 2

Davis was speeding through the roads on the truck trying to make a getaway only to snarl at the sight of Spider-Man not far behind on his webs through the rear window. "The Spider guy is still after us, soon or later he will catch up so use one of the gizmos we got to slow him down." Davis shouted to Schultz through the square window.

Schultz quickly looked through the gadgets that were there along with the manuals, he then came across a pair of twin hand gauntlet devices which were labeled as 'Shock Gauntlets'. Seeing a Modell Impact suit which was mainly yellow with lines of red along with a red triangle at the top of the mask, he then grinned getting an idea.

He then changed out of his clothes and into Modell Impact suit, "What is the hold up back there Herman? We now have cops following us!" Davis shouted seeing police cars hot on the trail.

"The Spider has given me an idea Aaron so trust me!" Schultz replied as Aaron grunted in response and the truck slowing down due to going down in fuel.

"We would have made it back to the warehouse if we didn't have to lose the Spider!" Davis snarled pounding the steering wheel with his fists.

Peter jumped from a web and landed on the door of the truck but then his Spider Sense went off forcing him to jump away as the truck ran out of fuel. The doors slammed open by a vibrational shockwave force.

Out came Schultz wearing the Modell Impact Suit and was the Shock Gauntlets. "Why let you have all the fun of the costumed types, you can call me the Shocker!" Schultz shouted only for Peter to stare at him weirdly eyed.

"I don't think the Avengers will accept you with your name and costume, on top of you being a criminal and all..." Peter drawled having to dodge another shockwave blast from Schultz's gauntlets.

Davis ran out of the driver's seat and seeing that the police cars were just catching up, quickly used the distraction to go to the back of the truck and get a box of gadgets to take with him along with one of the suits.

The police officers had their guns pointed at Schultz with Peter jumping out of the way as Schultz pointed to them. They started firing but it seemed that they were not affecting Schultz's suit. "Looks like Modell made his little outfits strong enough to resist bullets!" Schultz taunted sending another blast towards some police officers with Peter jumped in to push them out of the way.

Schultz put his arms up in triumph obviously feeling overconfident at the moment. Peter decided to take the chance and rush in at him and managed to pull one of his Gauntlets off his left hand.

Schultz now had his attention to Peter as Peter shouted to him "here is a little shocker for you!" Peter told him managing to pull the trigger which sent a blast to Schultz knocking him into a street lamp disorienting him.

It was enough of a distraction for the police officers to disarm and arrest Schultz. Peter put the other Gauntlet down and decided web sling to Horizon Academy to get his backpack back.

" _Well I didn't see where the driver went but at least I got the rest of them?_ "

Soon enough he arrived there and sneaked in through the pickup area only to see Max standing there with his backpack. He gulped as Max asked "looking for this Peter?"

Peter tried to bluff but could not think of any excuses but sighed as he just unmasked himself. "I don't suppose you were in with Clayton in being superheroes schemes, have you?" Max asked and Peter was trying to think of the words to say.

"Not at all Mr Modell, you see it started with my prior school visit to Oscorp and I found myself in a lab where I was bitten..." Peter tried to explain as Max's eyes looked like they were in thought.

"Yes, the way you handled those robbers and Clayton made me suspect you had genuine powers. Plus I understand your family had a recent tragedy and that might have been a motive. Am I right?" Max asked and Peter nodded solemn at the thought.

"Yes, are you going to tell anyone?" Peter asked looking a bit worried and Max thought it over.

"You don't seem as reckless as Clayton was... Tell you what, come by my office on Friday after I have give it some thought and try and stay out of trouble." Max told him and Peter nodded with a smile.

"Sorry for bringing up your uncle Peter and I can see you're a good kid." Max told him leaving him alone to change and then run home.

*PB*

Davis had managed to make it back to a warehouse that his gang used; he looked to the gadgets he had stolen and the Modell Impact Suit. He saw it was mainly black with dark purple. Davis smirked as he thought " _Schultz may have had the right idea. I may not get as much as I could have if I had the rest of the junk in that truck if I sold these gadgets but they maybe of use to me. Perhaps I could be a prowler once again..._ "

 **Sorry for this shorter chapter.**


	5. The Prowl part 1

**I saw Infinity War yesterday and I really enjoyed it. Don't worry about me spoiling it for you (I have written two oneshots but with clear spoiler warnings) as Thanos has demanded my silence.**

In an office early the next morning a window had been opened and entered Aaron Davis wearing the black and purple Modell Impact Suit he had gotten before, he then went to the computer and entered a special data drive into the slot. "Let's see how much data this super drive Modell made can extract..." Davis grinned to himself as soon enough the extraction process was complete and he took it out.

Soon enough entered the office with Lee Price and Tony Dilinger was a middle aged man with wild red hair and a dark green business suit. "What are you doing coming through here in my window and what are you doing with that ridiculous suit?" asked the man who named Leland Owlsley.

Davis grinned and told him "this suit and some gizmos was all that I managed to gather from the heist. Thought I could make a clean break as the Prowler again, tested it last night against some warehouses and here are some cash I got from them..." Davis told him passing over a small wad of hundred dollar bills from the utility belt he was wearing.

Owlsley pocketed the money but nonetheless faced him sternly and replied "funny enough you bring up that heist because guess what? You got caught out and Modell doesn't get blamed. It will be almost impossible to try it again with Modell knowing to increase his security now."

He then turned on the TV which was showing a speech he had made last afternoon:

" _First the Clayton Cole youth misuses his talents and now this Spider-Man anarchist? Thanks to the Avengers, we have seen the rise of these costumed hooligans imitating these so called 'Superheroes'. Once I am elected, I shall have a stricter no tolerance policy against these types. We already have a billionaire using his weapons to play vigilante and we need to stop them before it's too late!_ "

Davis shrugged wondering what the problem was, "Normally that speech would be headline news, however it was blown away by the story of that so called Spider-Man foiling the heist. My campaign will take a big hit if he becomes popular by the public." Owlsley telling him before thinking of something.

"I want you to go out and use that suit out there. I know you work best in the shadows but once the public sees more masked types causing havoc then I can use it for my campaign." Owlsley told him and Davis gave a salute before going out the window with a slight grin. Owlsley sat on his desk and put his hands together.

"Once I am in office, the city money will be at my disposal. We were lucky none of the men captured yesterday told of any ties to me. Davis must be taken care off before anymore failures..." Owlsley muttered.

"Don't worry boss, we got your back if you want him taken care off. Don't we Lee?" Dilinger said patting Price on the shoulder who simply just shrugged.

*PB*

Peter had woken up in the apartment and gotten dressed; he was feeling a bit nervous. He had a feeling that Max Modell would be watching him closely now that he knew he was Spider-Man. He had to tread carefully as to not array concerns Max may have about him turning out to be like Clayton.

He went to the living room and saw that his Aunt May was rushing to get ready, "Sorry Peter but do you think you can make it to Horizon High on your own? The hospital wants the staff to be extra early, Li Enterprises has bought the hospital and representatives want to talk it over. It was on such short notice that I had no time to prepare..." Aunt May asked quickly getting her jacket on.

"Sure Aunt May, I can make it there on my own." Peter told her with a smile as Aunt May hugged him and kissed his cheek. "A bit embarrassing Aunt May..." Peter muttered as they walked out of the apartment together and Aunt May locked the door.

"Make sure you get there safely peter and have a good day." Aunt May told him as they walked down the stairs and outside. Aunt May went to the direction of where the hospital she worked at was and Peter began walking down the path that would be taking him to Horizon High.

" _Of course, I can get there much quicker another way..._ " Peter thought looking to an alleyway and decided to go and change into his Spider-Man suit. He then climbed up the wall and looked forward.

"Not the best use of the powers but it can be good to make sure I can get to School on time..." Peter muttered to himself as he ran and jumped while using his web to sling.

Five minutes of him web slinging through the streets he heard sirens and saw out of a nearby Owlsley Financing Building was Davis wearing his Modell Suit and holding a large bag of stolen money.

" _Seriously a robbery with that bag? He is trying to be a clichéd bad guy and stealing from a Mayor candidate who hates masked people, well at least I have an excuse to be Spider-Man now..._ " Peter thought in his head as he jumped down.

"Spider-Man, I must say that I am a big fan as a fellow costumed adventurer. You can call me the Prowler." Said Davis taking a slight bow as Peter raised an eyebrow underneath his mask. Soon enough Police officers were surrounding the two of them.

"Flattery will get you nowhere Mr Prowler so please make this easier for yourself and return the money." Peter told him as Davis dropped the bag and put his hands up to Peter's confusion. "Wait, you are actually doing this..." Peter muttered as Davis opened the bag and threw the money out to the citizens.

Various citizens were catching the various bills with police trying to sustain order. Peter then saw to his amazement that Davis shot a laser from his gauntlet which destroyed the sign on the building.

Peter then ran after him once he caught his senses only to stop when he saw that he was climbing up the building with special devices connected to his gloves. "Hey that's my thing! As soon as I can, I am filing a patent on wall crawling!" Peter shouted out after him as he then began web slinging after him.

Once he got to the top he faced Davis who then took out a pellet from his hand. "What were you just doing there?" Peter asked with confusion a Davis smirked underneath his mask.

"You could say that I was robbing from the rich and giving to the poor." Davis responded with Peter's Spider-Sense going off and before Peter could react, Davis then activated the pellet sending out smoke.

As soon as he caught his sight Davis was gone and Peter looked around and saw an electronic billboard with the time. His eyes widened when he realised he only had a quarter of an hour to get to Horizon High so thankfully having his backpack on him, he jumped down to get changed.

Thankfully Horizon High was not that far away.

*PB*

Soon enough in his civilian clothes Peter was at the entrance of Horizon High, "Hey Pete, come and look at this." Harry told him walking close to him. He had his phone out and was showing Peter a live news report on social media about Spider-Man and the Prowler at the building.

"Wow... word travels fast..." Peter said sheepishly and Harry laughed.

"Yeah, between you and me I think my dad had something to do with the Spider-Man. I know that Oscorp was testing a top secret serum on Spiders so I bet that is how he got these powers..." Harry whispered to him and Peter's eyes widened when he heard that.

So it was a serum induced spider that bit him at the field trip?

"You are talking about those masked lunatics? A waste of perfectly good science if you ask me." Stated Sajani walking past them with a humourless laugh. "We don't need more of them around and you should be focusing on trying to make it through the school. Fantasying about these types will get you nowhere." Laughed Sajani with Peter glaring at her and Harry about to say something with a short brown haired girl in their calls called Zoe McCall went up to her.

"But how about the Iron Man or the Hulk? They are wonders of science, think of how much science went into the other members the Avengers had like Wonder Man, Sandman and Captain Marvel." Zoe stated and Sajani shook her head as they all began walking to their first class.

"Peter, can I have a word please?" asked Max walking up to them looking quite stern to the confusion of Harry and worry of Peter.

"Looks like your time at Horizon might not be that long Parker." Laughed Sajani as Harry gave Peter a comforting pat on the shoulder as Peter followed Max to his office.

Peter gulped as he entered and Max sat down on his desk bringing up a hologram of recent YouTube clips that were captured by phones. Peter would be impressed and in awe if he wasn't so scared.

"Funny how Spider-Man was seen before the robbery Peter." Max stated sternly reaching for the coffee mug to take a sip.

"Well Mr Modell I didn't want to be late and when I saw the Prowler, I had to do something..." Peter said in a pleading voice as Max shook his head.

"You want to use your powers responsibly Peter? It's not very responsible to use them at anytime you want like that, you're lucky hardly annoyed seems to notice or care about the school bag Spider-Man had. Plus you might have been in danger with Prowler, considering he is using an Impact Suit, lasers and pellets that I had designed and was stolen yesterday." Max told him with a sigh.

"I am sorry Mr Modell, I will keep it to when I need to... wait you think the Prowler was the driver yesterday who got away with some of your stuff?" Peter asked growing even more concerned.

"I have a big suspicion, please do be careful Peter as not only did this Prowler have gotten his hands on some dangerous inventions but he targeted a known critic of Superhumans and vigilantes. Let me tell you I don't think Mr Owlsley is a very nice man and not to be one to get on the bad side off."Max told him as Peter was thinking about finding the Prowler and getting the inventions back.

"Look, I will make a full decision on Thursday about where I stand on you being Spider-Man. Please be careful Peter as I can see you're a good kid and I will write a note to Doctor Ditko incase you are late." Max told him getting a pen and notepad and scribbling in them.

Peter took the note and began walking out of the office with his heard turned to Max and sand told him "I will not let you down Mr Modell." He then turned and opened the door to get out.

Max sighed as he began sketching a design and thinking about how he needs to go one of his labs to make it real.

 **For Spidey's rogues gallery here, I thought it would be perfect to steal the Daredevil villain who was created to be the Man Without Fear's arch enemy. Considering Matt's arch enemy the Kingpin was a Spider-Man villain before making a home in Daredevil's rogues. In fact Marvel has officially classified him as a Daredevil villain so Sony was not able to have the right to use him in Spectacular Spider-Man so they gave the role they planned for him to Tombstone.**


	6. The Prowl part 2

Later that day after school was done and Peter and Harry were walking out when Harry began dragging Peter to his dad's limo. "Wow you seem a bit strong Harry..." Peter commented amazed he felt a bit of a grip considering his own enhanced strength.

"Yeah, it's weird that I began feeling a bit stronger and faster lately... must be growing up or something I suppose..." Harry commented with a shrug. "Anyway, I'm going to see the campaign speech by Owlsley. You know that guy who got robbed by that masked Prowler guy this morning? Thought I would check it out and see what he had got to say. Want to come?" Harry asked and Peter shrugged his shoulder thinking why not.

Truth be told Owlsey's anti-vigilante campaign had gotten him nervous but he thought he should concentrate on his life at the present. Besides he might not be Spider-Man for much longer depending on what Max has to say...

*PB*

Later that day at a stage outside Owlsley's main office there was a large crowd of businessmen, spectators and reporters present with TV crew. Most of them were holding campaign signs. On the stage was a large screen meant to show a campaign video.

Behind the stage Owlsley flanked by his security team was furiously looking at Price and Dillinger who were both calling phones. "Sorry boss but we have been trying to get a hold of Davis all day. We has not picked up once. We tried to contact his Enforcer pals but they all told us that Davis does not want to talk to anyone working for you." Dillinger told him in an apologetic tone while Price just looked unconcerned.

"I don't believe it, not only does he botch the robbery yesterday but he ends up using his new suit to publicly steal from my building! He does a runner; still at least I can use this for my campaign..." Owlsley muttered darkly getting ready to make his speech.

*PB*

Peter and Harry were watching from the audience with a certain brown haired man in a business suit flanked by two bodyguards. "Hello, Harry and Peter. I heard you joined Harry as Horizon, Peter." Said the man who Peter knew was Harry's father Norman Osborn the CEO of Oscorp.

"Hello Mr Osborn, I had gotten a scholarship so yeah..." Peter told him and Harry was going to say something to his dad when they saw that Owlsley was walking to the podium to start his speech so they all faced him. Owlsley was giving a smile and a wave to the audience.

"Thank you, thank you." Owlsley was telling them as the applause was beginning to die down. "Now I must have to address a terrible problem that must be corrected before it is too late; the problem of costumed vigilantes. While those like the Avengers have prevented alien invasion, their popularity have started the rise of these costumed types. People like the Iron Fist and Daredevil taking the law into their own hands, hiding behind masks and being accountable to no one. Harlem's law enforcement actually allows one Luke Cage to go about on his local vigilantism without a mask and everyone knowing who it is with the support of their citizens. Then comes imitators like young Clayton Cole and most recently Spider-Man." Owlsley told the crowd with Peter growing more nervous about this.

Peter noticed to the right of the stage where the projection crew were, there was a man with an overcoat and Peter could get glimpses of a familiar suit. Peter recognised the suit and thought that it must be the Prowler.

"Sorry Harry, Mr Osborn... I will catch you later but I need to go somewhere..." Peter muttered rushing away to confusion from both Norman and Peter.

"Peter had been acting weird recently, since about the time we had that field trip at Oscorp..." Harry muttered to his dad to which Norman raised his eyebrow.

"We need to stamp out these masked vigilantes and criminals. We don't need those like the Prowler thieve who had the nerve to steal from one of my buildings and play about like it was some sort of game. These masked types cause crime and property damage and Mayor Cherryh has been too lenient on the matter, once elected I intend to declare war on these types to stamp out the problem once and for all!" Owlsley called out to get sympathy and cheers from the crowd.

He then pointed to the screen and told everyone "this is a little video I put together..." He then pointed to the projection crew and sat down to have the video played and Owlsley's voice from the video played through the speakers:

" _Once I am in office, the city money will be at my disposal. We were lucky none of the men captured yesterday told of any ties to me_."

There were mutterings and Owlsley's eyes widened as soon as he realised it was not the video of his narration over Frank Sinatra's _New York, New York_ like in the video. He looked on in horror as he saw the clip of him talking the Davis the other day. Then the video continued with security footage from his building of him discussing plans to sabotage Max Modell and his criticisms of Owlsley's policies.

He furiously looked to the projection area to see his men knocked out and Davis there with his mask on now. "I had gotten a video camera installed into the lenses of my mask, figured I was ready for bigger things now that I had gotten the suit and these gadgets..." Davis grinned and Owlsley furiously looked to the audience and saw there were mutterings and some people were tearing up their support signs.

Owlsley looked to Dilinger and Price and ordered them to shoot Davis to which Davis jumped onto the stage as they began firing and the bullets going off his suit. Then the police came and then began ordering an evacuation of the area.

Peter had managed to get changed into his Spider-Man suit and was running through the crowd to get to the stage. "Wait, how do we know you are not in on this with the Prowler? This is the second time you have been seen near that guy?" Harry asked suspiciously grabbing his wrist and Peter's eyes widened when he saw the Web-Shooter was being cracked by his grip.

"Sorry your friendly neighbourhood Spider-Man has a robber to catch." Peter responded knowing he had to act not suspiciously in front of his best friend.

Peter then jumped and went onto the stage and then began web slinging Davis's arms together only to realise one of them was broken but figured it could still work. "Your prowls are over." Peter said running towards Davis only to fell his Spider Sense going off.

"Get Spider-Man now! I bet they are accomplices, in it from the very beginning!" Owlsley ordered Dilinger and Price, his anger clouding his judgement. Dilinger looked uncertain but Price was just thinking of a paycheck so began firing at Peter to which he dodged the bullets. He then went and used his operational Web-Shooter to web sling their guns out of their hands.

Davis had managed to use the gauntlet laser to get out of the web and then used his gauntlets to fire bullets at Peter to which he dodged but tripped and fell to the ground which his broken Web-Shooter off and it fell off the stage to be picked up by Max who was running past.

Davis then activated a button which activated a device he had put to the computer which then played a video on the screen. It was of Davis in his suit speaking to the camera:

" _You may call me the Prowler, Owlsley speaks of the dangers of us masked folks when he had been robbing innocent people blind for years and plan to do so on a larger scale in the mayor's office. I have waged war on the men in ties who seek power and profit at the expense of the little guy._ "

Then the police came and surrounded the stage with Captain Jefferson Morales leading them. Jefferson glared at Davis who sighed behind his mask. "Here you go Spider-Man, a little present for you..." Davis told Peter taking a hard drive from his utility belt and throwing it to Peter.

He then gave a salute before activating another smoke pellet and was running up the headquarters building to make his escape. Peter then passed the hard drive to Jefferson who then began climbing up the wall after Davis. Jefferson held of his men from following Spider-Man. "Sent out a search party for the masked criminal who calls himself the Prowler." Jefferson told his men before pocketing the hard drive to examine it at the station.

"You let those masked hooligans escape! I promise you this; I will have your badge when I am Mayor..." Owlsley ranted trying to stranger Jefferson from the collar of his uniform.

"Well you're not right now so get your hands off right now or I can have you arrested for threatening an officer of the law." Jefferson replied harshly pushing Owlsley away. Owlsley glared at him before signalling his security team away.

*PB*

That Thursday afternoon in the last class, Peter was trying to draw plans for replacement Web-Shooters while listening to the lecture from the teacher Doctor Curt Connors a blonde haired man with glasses, a labcoat and missing his left arm. Ever since the speech, most of what people were talking about was that thanks to the hard drive (featuring the evidence and documents of Owlsley's embezzlements and criminals ties), Owlsley had been taken into custody. With all the evidence on it, it looked like even if Owlsley somehow got out of being prosecuted and sentenced (which was very unlikely), it was now the end of his Mayoral campaign.

Harry sitting next to him Peter peered over Peter's shoulder to try and get a look but Peter noticed it and closed his notebook as the bell rang.

"What are you looking at Peter?" Harry asked as they were getting their stuff together and Peter looked nervous.

"Well... I want to keep it secret, you don't want to tell anyone about any secret projects you have..." Peter responded and Harry sighed as if saying 'fair enough'.

"Yeah I guess so, I could have been in a lot of trouble if my dad found out I told you about the Oscorp project. I don't want anyone to know about what I am working at either." Harry told him as they were heading for the door.

"We will continue our lesson about animal biology next time, Mr Parker I was asked to remind you that Mr Modell wants to see you in his office before you leave for today." Doctor Connors called out to much mutterings about the students.

"What do you keep doing that Mr Modell keeps wanting to see you in his office? Is he starting to regret giving a scholarship to a lowly poor kid?" mocked Sajani as she passed them with a glare to her from Peter and Harry.

Peter nervously knew what Max wanted to talk to him about and he then began going out the door to Max's office, "Good luck in there Peter. Hope you get to stay." Stated a blonde haired boy in a grey jumper as he passed him out the door.

"Eh thanks Ollie..." Peter responded to the boy Ollie Osnick as he made his way to the office. He then knocked and entered to see Max at his office.

He then nervously sat back down. "Mr Modell, I did the best that I could against the Prowler. I..." Peter started as Max raised a hand to ask him to be quiet for a second. He then got out the broken Web-Shooter.

"I managed to recover it and look it over. But I want to tell you this right now: I don't think you will be using this or the costume any longer. You won't be needing them." Max told him in a soft voice as Peter looked down dejected. He then smiled as he got out a briefcase and told Peter "you definitely will have no need for it as... Open this up please..." Max asked as Peter stared confused at the briefcase.

He then opened them up to reveal a secret compartment with a red and blue Modell Impact Suit with more advanced Web-Shooters and a black spider logo. "Wait... Is this for me?" Peter asked stunned and not sure what to say.

"No, I had it made so that I can have a Halloween costume." Max joked with him and Peter sharing a laugh. "I used the broken Web-Shooters to study them and build a sturdier model. The lenses have a special interface allowing you to zoom in as well." Max told replied getting up.

"Peter, I can see you want to do good with your powers and I do trust you to use them more responsibly than Clayton tried to use his gifts. I would advise against using your powers for things like trying to get to school quicker but if you feel you need to patrol, I would say just make sure you make time for your schoolwork and your personal life. I would tell you to let your Aunt know when you're ready, good luck Peter." Max told him as Peter took the suit and Web-Shooters putting them in his school bag.

"I won't let you down Mr Modell and thanks for giving me this chance!" Peter waved to him with a smile as he went out and Max waved back at him.

"I trust you Peter." Max replied back at him

*PB*

Back in his secret warehouse Davis was unmasked and talking to his fellow Enforcer gang members. "Okay so with Owlsley out of the way, we can take over his operations but what is with the Robin Hood routine Aaron?" asked one of the members to Davis as he sat down on a chair.

"It helps to get the public opinion of our side. It does a lot to have the reputation as a heroic outlaw out to topple corrupt businessmen." Davis smirked as he put his hands together.


	7. Alien Invasion part 1

At the Coffee Bean that Thursday afternoon, Flash Thompson was talking to a brown haired classmate of his known as Liz Allan. "So Flash, how is tutoring going? You think you would be able to handle Mr Salerno's test?" Liz asked taking a drink of her coffee while Flash sighed with his elbow on the table.

"I better, if I don't then I can kiss my spot on the football team goodbye. With Parker's brain helping me, I it might be the best chance I can get..." Flash muttered as Liz then pointed to the door. They both looked to see Harry entered with a confident smirk on his face.

"What's with the smirk Osborn..." Flash started only for Harry sit down and push Flash off to the side to the astonishment of both Flash and Liz. "What are you doing Osborn, do you want to get punched..." Flash demanded about to throw his fist when Harry caught it to his confusion.

Harry's eyes widened when he felt his hold slipping as he felt his strength going down a bit.

"If you are going to fight then can you please leave?" asked one of the waitresses passing by. The three then left with Flash about to go up in Harry's face when Harry beat him to it.

"I want you to know that if we see eachother again, the days of you making fun of me and Peter are over!" Harry warned in a small voice only for them to hear a sound. They turned and looked in amazement as Peter in his new Spider-Man suit was standing outside of a jewellery store. He was standing next to a white haired woman in rabbit make up wearing fake rabbit ears, a dark green cloak shirt who was webbed up to a lamp post with a piece of web covering her mouth.

"So what was it that you called yourself? The White Rabbit?" Peter asked the woman as she furiously tried to get free. "So what, do you have any henchmen that includes Alice, the Red Queen, the Queen of Hearts and yes they are two different characters. Most people just list them as the same. If they weren't it would be the Red Queen of Hearts." Peter told her remembering that he had done book reports on both Alice books back in elementary school.

"Guess that you are attracted to the weird people with gimmicks here, I will take it from here Spider-Man." Said a voice and Peter looked behind him to see Jefferson walking towards him with a squad of police officers. They had their guns out but Jefferson held up a hand to get them to stand down.

"Captain Morales is my name and I must say I dig the new suit, much more professional than the dumper diving get up you had before." Jefferson told him and Peter felt dejected about having his old suit insulted.

"Well she is all yours Captain!" Peter said before web slinging away with the citizens taking pictures and video with their phones. The new suit Max gave him made Peter feel great but truthfully, it was not much of a test run when the first villain he had to fight with it was the White Rabbit.

*PB*

The next morning Peter grinned to himself as he was running as fast as he could without making it seem superhuman to the entrance of Horizon High. His schedule said that first thing on Friday is Private Research, Harry told him it was where they were allowed private time to themselves to conduct experiments or work on projects.

It would be where he would be assigned his own private lab!

He rushed through the door to hear a woman's voice say "Mr Parker?" He looked to where it could be coming form only to look down and saw a short black haired woman in a labcoat.

"Wait, aren't you Doctor Anna Maria Marconi?" Peter asked dumbfounded remembering the name and the appearance from many articles about Max Modell. One of Max's biggest known associates who helped published several of his papers.

"Yes and I am here as Horizon's vice principal. Max asked me that I take you to your personal lab." Anna Maria told him motioning to follow her. He did so taking him to the corridor where several personal labs for students were located.

They stopped at one with a technological plate which read ' **PETER PARKER** '. "Hope you use this more wisely than the previous user Mr Parker, this was Clayton Cole's..." Anna Maria told him. Peter nodded in understanding with a sigh as he followed Anna Maria into the lab and was amazed by the computer, desk, boards, test tubes and cabinets of various machine parts.

"Here is your keycard Mr Parker." Anna Maria told him giving him the keycard. "Everything you see here in this lab is at your disposal for any project you want to come up with. If you need any more components or chemicals then please make a request form at the desk. We have rules is that you please try and not cause any explosions, use every saftey precaution when conducting your research and inventing and that you don't create any dangerous weapons or reactors. Please if you want to try anything big run by it with a member of staff and please no dinosaur cloning experiments; one student tried it last quarter and it was a nightmare. Not to mention the time travel experiment that lead to 2099." Anna Maria told him as she then began leaving.

"Good one Doctor Marconi..." Peter laughed only to stop when he realised that she sounded and looked so serious.

" _They fall for it every time..._ " thought Anna Maria in her head as she gave a small smirk.

Peter shrugged as he put his backpack down and then sat down. " _Okay what to start on now? I could try my hand at building my own hi-tech buggy, or perhaps a giant mecha. You think they would let me?_ " Peter thought in his head only to hear what sounded like flashes.

Alarmed Peter ran out and looked to the lab across from his; he was soon joined by Harry and Ollie Osnick. Ollie was wearing goggles and had a black circular machine strapped to his back "Did anyone hear a loud flash or something?" Peter asked as the two as well as several other students who were coming forward.

"Sajani's lab, we sometimes hear strange noises coming from here during Private Research." Ollie explained as Harry then began banging on the door.

The door opened and Sajani glared at them all. "Can you please go back to your own experiments; geniuses like myself need to be alone to work on perfection." Sajani told them all quite rudely.

Then they heard loud thuds and felt the building shake a little with Peter feeling his Spider Sense going of like crazy. "Okay, what are you doing in there Sajani?" Peter asked only for Sajani to look concerned. She then began mouthing that she didn't know what was going on before and then ran to the inside of her lab to hide closing the door behind her.

Ollie then went to his own lab to hide when they saw Max ran by and opened a door which had lead to stairs going down. "Harry, where are you going?" Peter asked going after him.

"I feel like I have become stronger lately Pete, I feel like I could help with whatever is wrong!" Harry told him with a confident exterior which made Peter not so sure.

"Hey are you kids sneaking in?" asked a staff member angrily when Peter and Harry saw there seemed to be some sort of portal device at the bottom of the stairs. The staff members noticed the two students but before they could react it seemed to go on.

"Okay, is this some sort of portal?" Peter asked feeling a bit scared as it was swirling with white energy that seemed to have black dots in it.

"It was a project by Professor Ohnn before we had to fire him and it was too dangerous to try and dismantle at the moment. Last time it was used, it drove the school psychiatrist insane.. please go..." Max told them as the staff members were trying to shoo them up.

Then suddenly walking out of the portal seemed to be bulky orange scaled rock like humanoid lizards in red vest with printed on them in large letters: " **TSLIN** ". The staff members looked frightened and Peter and Harry had their mouths opened.

"So were those actual aliens coming through a portal or something?" Harry asked as Peter was trying to think of something for a distraction. One of the staff members came out to go to an office to start phoning for help while yelling for the students to go to saftey.

Peter went to his lab to get his backpack while Harry ran to his lab to think of something. " _Can't let anyone suspect Spider-Man is a student here, at least this will be a real test of the new suit..._ " Peter thought as he ran out of an exit door and went to find a secure spot to change into his new Spider-Man outfit.

Son enough police cars entered the area outside and Peter made a big show of web slinging and then going through the entrance doors just so that he could be seen. "Okay what has that Spider-Man involved himself now? Because if this is another alien invasion then I am considering early retirement..." muttered one the police officers as she got out of the car.

Peter then web slinged up one of the creatures that tried to attack him as he enter and then threw him to the others in the area knocking them out. "Wow, I must be stronger than I thought or these aliens are not as tough as I thought..." Peter muttered looking around and seeing a ventilation shaft.

" _I can use this to sneak around and get the element of surprise on these guys, I will have to make sure Mr Modell and the other staff members are safe._ " Peter thought as he then climbed up the wall and used his strength to pull the cover open.

" _Man, it's quite called in here..._ " thought Peter as he then managed to climb through it.

*PB*

The alien creatures were marching them up the stairs and then they were joined by one wearing a red sleeveless jacket. "Puny beings of Titan, I am Gog the High Evolutionary of the Tslin species. We are here to collect data and machines of your planet." He told them as Max stood towards him with a sceptical look on his face.

"An alien species who uses the letters of the English alphabet and wants to collect data from a private high school, unusual if I do so say so..." Max stated with a raised eyebrow. Gog then glared at him and Max could not help but notice that the range of his eyes seemed limited. The other staff members didn't have enough bravery to think about the situation.

"Such insolence, I have half a mind to bring you back to send you to the crystal slave mimes back on your planet. Be grateful that I am as lenient and forgiving as I am but I do have my limits." snarling Gog who sounded like he was trying to be as dramatic as he could.

"Come and face me aliens!" Harry shouted coming out of his door with a silver device in his hand which he activated sending out a large green blade of energy like a lightsaber.

"Is that what you have been working on Harry?" Max couldn't help but asked alarmed as Harry did not respond as he was swinging it around only to drop it when one of the Tslin picked him up by his sleeve.

Peter then jumped out of one of the ventilation shafts nearby and managed to knock down two creatures with his landing. The staff members used the distraction to run to saftey but Max was still being held by one of them.

"Let me help you Mr Osborn from these Ninja Turtles rejects." said Peter sending out a web to pull Harry back. "I can handle them so back off..." Harry muttered told him as he then swatted away his hand and then went to get his device back only for Gog to pick it up.

"Hey that's mine..." Harry muttered going after it only to be held in a grip by one of the monsters taking him away to be used as a hostage. The creature followed Gog and several others as Peter were distracted getting Max out of the grip of one of them.

"Are you alright Mr Model..." Peter muttered helping Max up.

"Please don't worry about me that will be the job of Hector when I get home. You just focus on saving Harry and the other students from those things." Max told him and Peter then faced them and then started running after them.

He was going to stop this invasion and saved his best friend.

 **Please tell me your thoughts, because I really like to hear them before the next half.**


	8. Alien Invasion part 2

At Queen Country's Hospital, there seemed to be a lot of activity with the staffs and officials there. Not just the ones who were busy working. Most of the free ones were watching the TV news on the monitor. "May, you might want to take a look at this..." muttered one of May Parker's fellow nurses taking her by the arm as she was passing by and showing her the TV report.

There was TV reporter Whitney Chang in front of the Police barricade in front of Horizon High. " _Whitney Chang reporting here in front of Horizon High, the private science based High School owned and run by renowned scientist Max Modell. We have been getting reports that apparently an alien invasion had started within a portal opening up inside the school. Details are sketchy but what is known is that New York's newest masked crime fighter Spider-Man was seen entering the school._ " Whitney reported.

"Another alien invasion?"

"I bet Modell done this with one of his experiments..."

"I had hoped the Kree Invasion six months ago would be the last..."

May had her mouth open in shock and horror knowing that her nephew Peter must still be inside the school. She then went to her supervising official and began asking to be allowed to go there with her nephew being a student.

Before anyone could respond then entered an Asian black haired man in a white business suit and flanked by bodyguards. "Mr Li..." muttered the official May was speaking to as the man approached.

The man was Martin Li the head of Li Enterprises who had bought the hospital. "Now I want to reassure everyone that things will continue to operate fairly at the hospital, I understand worrying about the fate of your loved ones. As the new owner, I will say this..." Martin told everyone who was looking towards his direction.

He then faced May and told her with a smile "you are free to go Mrs Parker on paid leave, take as much time as you need. This will go to everyone who has a relative at Horizon, we have enough staff to continue on scheduled so please don't worry." Martin had said this loud enough for everyone to hear.

"Oh thank you for this Mr Li..." May told Martin with a grateful smile as she shook his hand and then began packing up her stuff. She needed to get there and make sure Peter was safe...

*PB*

Peter had run across the corridor and came across the Tslin soldiers going through the private labs and taking inventions there. He saw that Gog was using some sort of small device to override the card locks.

Sajani seemed to be trying to pull her project, spherical silver decide from one of the Tslin.

"Whatever this contraption is, we will be taking it for the Tslin." Gog told Ollie trying to snatch the backpack from Ollie's back. Peter then jumped at Gog's back sending him back as Ollie then activated his backpack causing four spider like mechanical legs to come from behind it and stand on the ground, lifting Ollie in the air.

"Wow, it looks we have two Spider-Men here!" Peter shouted lifting up one of the Tslin and sending him to the others while Anna Maria came up and then began directing the students to saftey.

"Let me help you Ha... Mr Osborn..." Peter told Harry trying to get him out of the grip of one of the Tslin only for Harry managing to get out himself. He then pushed Peter out of the way while snatching his Lightsaber like weapon from the hands of one of the Tslin.

"Foolish humans, you will all pay for this..." Gog snarled only for Harry to furiously push his weapon right through the stomach of one of the Tslin. To the shock of those around him.

"Harry, you might have killed him..." Peter muttered in shock but soon his shock led to confusion as he took a further look as the downed Tslin after Harry took his weapon back. "Wait, this is no alien! It's a robot!" Peter exclaimed to the shocked reactions of those assembled as they took a look to the inner circuits of the machine. Gog was suddenly growing more and more nervous.

He decided to study the inside with his built in heads up display of his lenses, it seemed more advanced than anything he had studied or seen himself. Plus the material that the so called alien skin was made off seemed to preventing his display from scanning the robots to see that they were robots.

Whoever made these things were good.

Sajani smirked as she managed to get her machine out of the hands of the Tslin, "So these are just robots? Well my electricity drainer should be able to take care of them!" Sajani shouted turning it on and it seemed to be draining electricity from the robots before it was snatched by Gog.

Everyone covered their ears and Peter pushed them out of the way as the machine seemed to be draining more and more electricity from those machines around. "That is what you have been working on unsupervised Ms Jaffrey? That is dangerous tech and you could have caused a massive accident?" Anna Maria asked out loud.

"I had it all under control Ms Marconi, trust me..." Sajani ranted as Anna Maria got staff members to direct the students to the exit as it seemed that most of the robots were taken care of.

Max had just come in time to hear Sajani explain her machine so he turned to Harry and Sajani and told them sternly "when you are both medically checked out by the personnel outside, we will have to discuss you both making weapons and unsupervised dangerous tech!" Sajani and Harry did not look happy as they were both being escorted out.

"I will go after Gog and see what the big deal is, you get everyone out!" Peter told Max who gave him a smile and wished him good luck as well as Anna Maria.

Peter then began web slinging after Gog and then followed him back down the stairs where the portal was. He saw that Gog was turning the portal on. "I am not getting arrested again, I hope that scientist guy will be satisfied with this..." he muttered.

"So, you're not some High Evolutionary from another planet, are you?" Peter asked jumping down and Gog dropped the machine in panic. Peter was going towards him only to be alarmed when he felt his Spider Sense go off so he looked around. Peter's heads up display was giving him warning signs detecting Sajani's machine was going to explode at any second.

Alarmed he picked it up and threw it at the portal machine making it explode. Peter could have sworn through the energy of the portal he got visions of someone slinging around in a red and black version of his costume. He then picked up Gog and got him up the stairs as thankfully the explosion was small enough only to destroy the portal machine.

Peter then webslinged Gog to the wall and having a feeling pulled at his head only for it to come off showing it was just a mask. There was guy under it. "Please go easy on me, ever since I made bail I have not had any acting job offers... this scientist guy wanted me to steal tech for him from Horizon... Give the performance of an alien priest dictator... thought it could be the best performance I given ever since my high school performance as Sykes..."

Peter then muttered "so no alien invasion, just a guy in a mask. I need to silence you before you start saying you would have gotten away with it if it wasn't for you meddling kids..." Peter muttered web slinging his mouth shut. He then left him there so he could go to the exit and then change back into his clothes.

*PB*

Ten minutes later outside students were being reunited with their guardians and parents. Norman was growing concerned about Harry's story of him managing to fight off robots inside. Sajani was complaining about the fate of her invention inside.

May was being more frantic when one of the police officers came with Peter saying "found him hiding behind the bins outside, had to explain to him that the aliens were fake and he was safe now..."

May had tears of joy as she then hugged Peter talking about how worried she was. "You and all my students and their guardians have my upmost apologies Mrs Parker. I should have had finding a way to safely get the portal out of the school a priority. The school will be closed to help the students recover as well as fix the damage but I just wonder who was behind it all..." Max explained to May.

"Well I hope I can trust you Mr Modell that there isn't any more dangerous incidents at Horizon." May told Max hugging Peter closer to his embarrassment. Then more police officers came out of the exit dragging the man in the Gog costume in handcuffs.

Jefferson walked up to him once he got a good look at him. "Quentin Beck, so you decided playing a hoax wizard wasn't enough so you decided to come up with a hoax alien invasion?" Jefferson asked getting in his face. May was motioning Peter to follow her home as he remembered the name.

He was the actor who Clayton had be his pretend villain, earlier Beck told him that a scientist had hired him to do this hoax. Who was behind this?

*PB*

In an underground lab a portal machine that was linked to the one in Horizon High began malfunctioning a bit. At a desk on a laptop was a balding brown haired man in a labcoat. He then began looking at the laptop connected to the machine and was frustrated when it said it lost connection to the portal in Horizon.

"Dammit, of course Beck couldn't carry out the heist himself! Wouldn't have bothered with him if we didn't need someone to direct the robots there..." the man muttered furiously banging his hand on the table. "The robots and the portal were expensive to make as well as the blueprints that I bought from Ohnn. Would have been almost worth it if I could have repurposed any special inventions of Modell that Beck brought back but now I have nothing..." he muttered again getting up from his seat.

"That Spider-Man helped ruin things, I will get my revenge. To do so I will need to do some tinkering..." the man named Elijah Stern said as he went to where his leftover robot and machine parts were.

 **Sorry this was not as long as I had hoped it would be. This idea came to me after reading online that when the Tinkerer first appeared, they revealed he was actually an alien only to retcon it later that he had faked it. Especially since I am against all the times things like giant Mechas for Spider Slayers and the Lizard being turned into a kaiju in the actual Marvel's Spider-Man cartoon, I decided to mock it (as well as having big events like fighting Dr Doom a few episodes in or single handedly thwarting a terrorist invasion all in the first season of Ultimate Spider-Man) by having a similar big event be a hoax perpetrated by an actual Spider-Man villain.**

 **I will have big events similar and team ups but once Peter is a bit more experienced.**

 **What do you think of my idea of making Jefferson a cop and take Captain Stacy's role as Spidey's commisioner Gordon? plus more characters I plan to introduce:**

 **Bombshell (Lana Baumgartner)**

 **The Jury as a group of people who lost loved ones to superhuman battles.**

 **Blood Spider (yes thats a real Spider-Man villain and no he is not a 90s anti hero Spidey ripoff )**

 **Geldoff**


	9. Catching a Thief part 1

Peter was the next morning walking out of the entrance of the apartment building while being hugged one last time by his Aunt May. "Please make sure you stay safe today Peter, after yesterday I don't think I can handle it if you kidnapped by a giant robot or something, I swear with those lot like the Avengers, it's not easy to go about our days anymore." May told him and Peter had to shudder as he hugged back as he could not very well keep to her request, as if he saw trouble he would have to jump in.

He said one last goodbye to May as she then walked off to work and Peter having told her that he just wanted to spend the day looking around New York. Since he would have some time off before Horizon High was back up and running again.

He then began walking down the street whistling to himself looking around and seeing the people going about their business. He stopped when he peered in front of him was a large brown haired teenager in a light blue short sleeved shirt and a dark blue backwards baseball hat picking on a young African American boy in a brown hooded jumper.

He went to hide behind an alleyway in thought, " _that's Kevin Wyatt from Truman High. A big shot football player and a crazier Flash Thompson, but I doubt even Flash would go so far as picking on small kids like that. Someone has got to teach him a lesson; he might not be intimidated by Peter Parker but..._ " Peter thought with a smirk. He was glad that he decided to hide his Spider-Man outfit under his clothes (including wearing gloves to hide the hand area of his suit) so he got changed out of his clothes in the alleyway.

He took his mask from his jeans' pocket and then put it on. He then climbed up the wall and then began walking sideways until he was above him. "Stupid kid, I told you about what I would do if you told your parents on me and so I got grounded because of you so face the consequences of messing with me..." Kevin told him getting ready to punch the scared little boy until Peter shot a web at his fist catching it.

Kevin looked at it confused as Peter then pushed him to the wall and then used a web to put him in place. "You're that Spider! Because of you, Cole is going to Juvie and I can't pay him to do my homework anymore!" Kevin ranted but Peter drove him no mind as he then leaned down towards the boy.

"Don't worry about that idiot, he's a bully and he is going to be there for a while. Any reason why he wanted to pick on someone like you, though I doubt he feels like he needs a reason to be a bully?" Peter asked the awed boy who spoke up.

"I found him picking on my friend Ganke, calling him chubby yesterday. He told us not to tell anyone but I told my dad and he's now angry." The boy told Peter and Peter shook his head feeling angry at Kevin for doing this to two kids.

"As long as your safe now kid, don't worry about him so go and tell Ganke that Kevin will not bully you two anymore because if he does then your friendly neighbourhood Spider-Man will set him straight again!" Peter told the boy firmly and he smiled in return. The boy then waved to Peter as he then ran to school with Peter waving back with a smile.

"So when am I getting down from here?" Kevin asked and Peter shook his head at the sight of Kevin. Perhaps some time up there will teach him a lesson.

"Don't worry; the web will dissolve in an hour." Peter explained as he then web slinged away, thinking that perhaps some time webbed to the wall will teach Kevin about his behaviour. Kevin had his mouth open in horror.

"AN HOUR? I have to get to school in twenty minutes and Principal Anderson told me that I am close to losing my spot on the football team as it is!" Kevin ranted as Peter gave a slight vindictive chuckle at this.

Peter almost let go of his web when his Heads-Up Display said he had a transmission from Max. Surprised at this he went and jumped to the top of a building and answered it. He then had a hologram of Max's picture show up in his display which he was in awe at.

"Mr Modell, sorry about Horizon and does this suit function as a cell phone as well?" Peter asked and Max gave a chuckle in response through the message.

" _No Peter, I built in this system to let me contact you if I needed you and vice versa. Don't worry about Horizon High as Damage Control is taking care of everything. They are the ones responsible for fixing and insuring buildings damaged by super powered encounters which includes superhumans, robots, aliens or robots disguised as aliens._ " Max replied and Peter gave out a chuckle. He read about Damage Control and even came across their sights before.

He had a major geek out when one of their foreman, this middle aged man called Lenny explained they were fixing up the aftermath of a battle that Iron Man had with the supervillain called the Guardsman.

" _So I just wanted to ask if anything is happening Peter, I noticed on my computer that you had your suit on._ " Max stated and Peter felt a bit chill about talking to Max like this.

"Well I found one of my old bullies picking on this small kid so I decided to teach him a lesson, I sent the boy off safely while Kevin will be spending an hour webbed to a wall." Peter explained waiting for the response.

" _The rational side is saying that was immature Peter but the other side remembering the bullies that I had when I was your age._ " Max replied in a tone which made it clear he found it amusing. Peter then smiled but then looked through his lenses which he spotted something.

He looked down and spotted a man in a coat and hat stealing a handbag from a woman, "I will catch you later Mr Modell, I spotted a petty thief so I might as well take care of him." Peter told him jumping down.

" _Alright then Peter, I will see you later._ " Max told him before the transmission ended. Peter jumped down and then spotted the same guy taking a guy's wallet as he passed him. "Hey you thief, I see you!" Peter shouted running after the man. The man noticed this and then panicked running across a road which had a traffic light at green for walking.

Peter could have sworn that his hair changed from red to blonde but he brushed it off, " _I think I am starting to see things, being dizzy from the display and all..._ "

"Oh no, you don't!" Peter shouted sending a web at teh guy but he noticed it and ducked causing the web to hit the wall of a building. "Missed... oh no..." Peter muttered when the light went to green for the traffic and a truck went right into the web.

"What's the big idea, you masked loon?" shouted the driver angrily as he got out of the truck and then began shaking his fist at Peter with the drivers behind him doing the same. They were coming across to him and Peter kept muttering apologises as he web slinged by.

After seeing that the drivers had not noticed him, he then went and stuck to a wall of an apartment building so he was over a window. " _Okay that is most embarrassing, I doubt I can find that thief now..._ " Peter thought as he then suddenly felt his Spider-Sense go off.

He then jumped off the building as the window underneath him was being opened and landed on, unexpectedly knocking into a guy who was about to unlock his car. "What is the matter with you?" the man asked angrily as there were mutterings about.

Peter then kept muttering "this is not my day..." Peter thought as he then jumped away, he then glanced as a different looking man in the same coat and hat pushed past a guy that was also going into his car. He took the guy's keys and started driving off in the car with the guy shouting about being carjacked.

" _Is that the same guy from before? There might be more thieves in that hat and coat, maybe a gang or something..._ " Peter thought in his head as he then web slinged to the car and then jumped on it.

He then stood on the hood as the guy's driving was getting out of control. He then had his eyes widened when he saw the guy frantically changing hairstyles, eye colors and even looks of his face.

" _Wait, so is this the same guy after all? If he a like a human chameleon or something?_ " Peter thought in his head as he heard honking sounds. He jumped back on the top of the car and his eyes widened when he saw the car was about to collide with the one in front of him.

 **Thought it was time for some of the beginner Spidey mistakes as well as inexperience as well as mishaps Spidey has been known to get into.**


	10. Catching a Thief part 2

Peter then jumped in front of the car and then stopped it with his strength, he barely managed to make it stop hearing the sound of the guy the car belonged to shout that it wasn't paid for yet. The man inside then immediately grabbed his stolen loot and then tried to make a run for it.

Then suddenly there were police cars arriving with officers aiming their guns at their direction when they got out. Peter was freaked out and stammered trying to explain himself while there were mutterings about the fact that the thief's face kept changing features and hair due to his shock. "Freeze you freaks, Owlsley was right about you trouble making lunatics! Shame he won't be mayor but we can at least take you and your little friend in!" one of the police officers snarled at him looking like he was getting ready to fire.

"Wait, I was trying to stop this guy..." Peter shouted as he then saw the thief try to make a break for it down the alleyway behind him. Peter then decided he was not going to let the guy get away again so he then covered the entrance of the alley with a big web.

" _Great, Spider-Sense... danger... of course..._ " Peter thought as he then quickly ran up the wall to escape their gun fire and then jumped down in front of where the thief was.

"So Mr shape shifter, nowhere for you to hide now!" Peter told him walking up to him as the guy sighed as he dropped his loot. He then put his hands up in a surrender motion and Peter's eyes widened when he saw the guy's face turn pure white and then suddenly his hair grew down so he was now bald. "So wait, you are surrendering and you can make yourself look like that? How can you do that?" Peter questioned wondering what this guy's deal is.

"I am faced with a guy with physical superpowers and I don't have any weapons or fighting talent so surrender is now my only option genius." The thief told him with a shake of his head. "Yeah, this basically is my default face and I might as well tell you to pass the time before the cops get through your web. Five years back, I was in a car accident when on the run from the cops. I survived but it broke my face. These guys from a secret lab invited me for this experimental plastic surgery procedure. There was a malfunction with the chemicals they used and now I can morph the features of my face and skin, somehow it even allowed me to change the hairs on my head as well." The thief explained to Peter's amazement.

"That is actually so cool! The science behind how your powers work, it would be crazy to learn!" Peter told him astonished as the guy shook his head.

"Thought so too until I realised the implications of what would happen if word got out what I could now do. I escaped from the lab after a fire broke out and realised that people would be after me. They could use me to impersonate business people, politicians and even moles. I didn't want to be somebody's patsy pawn so I have been making sure I was beneath the notice. It's alright for you to go around public with your fancy physical super powers and the Avengers have all their powers and gadgets but me... I had to stay low and be a low key thief to avoid attention. All ruined now, thanks to you..." The man muttered as Peter realised what the guy was talking about.

"Still, you were being a thief so I think you might have to pay the piper..." Peter muttered web slinging his arms together so he wouldn't get away. he then picked him up and then placed him on the web.

Peter then broke the web with his hands and then motioned to the thief for the police officers. He then web slinged away before they could do anything to him and then there angry rants being shouted at him from various civilians. He then spent about fifteen minutes going to the place where he stored his clothes and thankfully they were still there.

" _If I had different powers, could I have been in the same spot as the guy? Not much good to be done if I could only change how I looked..._ " Peter thought in his head as he got changed and then checked his phone. He then saw that Harry was calling him and then answered it.

"Where have you been? I have been trying to call you all morning, I was wondering if you wanted to come to Burger Frog. You usually have your cell with you so where were you?" Harry screamed through the phone and Peter realised it must have been ringing while he was chasing after the guy.

"Sorry Harry, I forgot my phone... yeah, that's it... I had to do an errand for Aunt May so if you wanted to go..." Peter muttered out an apology to Harry with him sighing.

"No, dad wants me to have a blood test to see if I was well so I will catch you later Pete..." Harry responded with him ending the call. Peter then furiously put the phone back in his pocket. So basically he unintentionally left his best friend hanging.

What kind of day was it?

*PB*

Peter was later that afternoon back out as Spider-Man trying to hide up in the buildings while his heart was not in it to try and find any problems. He was on top of a building looking at the local news feed of YouTube and sure enough they were talking about his little adventure from earlier. He was glancing and going around the various videos in the feed:

" _inconvenienced so many people, could have put a lot of people in harm's way all to catch a petty thief..._ "

" _Owlsley may have been a thieving dirtbag but he had a large point about these masked types..._ "

" _We don't need any more wreckless vigilantes..._ "

" _Owlsley was right, types like him need to be stopped before they get more out of hand..._ "

" _First the so called 'Clash' and now this guy?_ "

" _I bet he and the face changing guy were in league..._ "

" _My car is ruined, who knows who could have gotten hurt..._ "

" _Why did the Avengers have to start this fad?_ "

" _Leave this stuff to the Police!_ "

Peter then covered his lenses miserably, first he has to listen to the thief's sob story after so much accidents in order to actually catch the guy and now he last to look at these reactions. Perhaps, he should just give up being Spider-Man. People will just hate him more and the police could start gunning after him.

He then suddenly got a message on his Heads Up Display presumably from Max, in big letters it stated:

 **CHECK MY VIDEO FROM THE FEED, I THINK YOU REALLY NEED TO SEE IT**

Peter then decided to go back to the feed and refreshed it with there was a video uploaded by Max. Hesitantly he clicked on it: and there was Max talking with a smile:

" _Spider-Man did a lot of mishaps today, I will admit it... but I can honestly say I think he is someone trying to make a difference. When those hoax aliens put my staff and my students at risk trying to steal their projects and inventions... he intervened and helped put a stop to it. So thank you Spider-Man..._ "

Peter's mouth was wide open at this bit of praise and he hesitantly began looking to the similar videos in the feed. Can't be much worse than what he had already listened to and saw so far:

" _There are a lot of freaks and mishaps out there with freaky powers. A lot of them want to do what they want and take what they want without any care as to what happens to the people in the crossroad, so I am grateful to the minority wanting to stop the rest of them and fight to keep us safe._ "

" _He put his life on the line against what we thought at the time could have been a real alien invasion.._ "

" _I have family in Harlem who owe their lives to Luke Cage having saved them from bad people, I think we need someone like him in New York whether he wears a mask or not..._ "

" _I am one of the teachers at Horizon High and I was there to witness Spider-Man standing up and trying to get the students to saftey._ "

" _There are guys who can demolish building and shoot fireballs and we are supposed to leave it the police who might not be equipped to handle whatever Super Powers the bad guys use next? I applaud those who have the power to stand up to them and do so._ "

" _My son was in the area and could have been killed when that Clash killed had his second rampage, Spider-Man stopped him and he has my thanks._ "

" _My daughter is at Horizon and she told me how she was scared to death of those robot aliens, she might not have made it if there was not a champion to fight against them..._ "

" _I say... yeah, Spider-Man, Yeah!_ "

Then there was one video with the icon being Aunt May in front of a bakery, probably during lunch time. He hesitantly looked at it:

" _My nephew Peter recently got into Horizon High on a scholarship. When I saw the news at work about what was happening there, I panicked... fearful for my nephew's life especially as I recently lost my husband Ben... I got there wondering if Peter was going to turn up and I didn't want to let him go when he did. What happened at Horizon could have been much worse. I know there are dangerous people with dangerous abilities out there and I want to stay far away from it all, but people like Spider-Man seem like they just want to be good Samaritans in wanting to stop these people. With the bottom of my heart I say thank you..._ "

Peter's eyes were teary filled inside of his mask and he heard something. He looked down to the front of the house next to the one he was on. He recognised Captain Jefferson Morales in more casual clothes going out the door to the car followed by a woman he guessed was his wife. He then noticed a boy following him and felt he looked familiar.

"So if what you are telling me is true then we might not have to worry about that brute Kevin picking on you Miles. Since you not only do you now have a police captain for a dad but now you have a superhero looking out for you." Jefferson laughed and Peter's realised the boy Miles must have been the boy from this morning.

"He was so cool, Kevin didn't stand a chance. He was super nice and everything!" Miles told his parents as they went in the car and it drove off. Peter looked after it with a smile.

" _Well some people in New York may hate but I have helped people since I got these powers, for now at least Spider-Man stays... if some people like it or not..._ " Peter thought in his head as he then began web slinging away to the direction of his apartment. He would have to get change first and get home before his curfew.

He then noticed this car that looked like it was going to knock over this man with clutches. He then jumped down in front of the car and held out his hand with t e car crashing to a screeching halt.

"What a nice young gentleman you are!" the old man told Peter with a smile as he crossed the road. Peter smiled back and waved to him as he then began web slinging down.

He might make some mistakes from now on but it seemed that the little guy needed looking after as well.

 **I have to admit that I envisioned the Chameleon especially if he ever appeared in the MCU using the same visual face changing mask from Captain America: the Winter Soldier. But I thought I would change him from this story from a master spy or career criminal to a petty thief trying to get by unnoticed. Plus I was seriously not sure on how many ways I could use him except for the cliched Spider-Man framed storyline.**


	11. Vultures part 1

Late next afternoon at Oscorp, Norman Osborn was barging into a certain lab. The guards just stepped aside to let their boss enter. He came across some scientists and rudely asked "what of my son's blood sample?" the scientists nervously gathered their thoughts as they picked up the notes.

"Well, it's too early to know for certain but the OZ serum seems to be able bonding to his DNA, not yet permanent so we believe that is the explanation for how your son's newfound strength comes and goes." One of the scientists explained as Norman looked concerned as he was deep in thought.

"Why now? Harry was 8 when he was given that shot, why has it taken 7 years for actual side effects?" Norman demanded as another scientist showed him another set of notes. Norman looked over the scientist's shoulder waiting for the explanation.

"Your son had been given a low dose of Oz mixed in with the medicine, our theory is that while the dose was incredibly low it had grown slowly in the years since. Bear in mind we have not yet perfected OZ so there is still a lot that we don't know..." the scientist explained to Norman's irritation.

"Attempts to inject animals and insects showed little promise due to them dying out, the only ones showing promise would be the scorpion experiments..." The scientist further explained as they then felt the alarms going off. Alarmed Norman was demanding an explanation where he looked to a big window and saw that Aaron Davis had scaled up the building in his Prowler suit.

He then used a laser to on his wrist gauntlet to cut a circle through the window and then climbed through managing to land on the ground on both feet. Davis casually looked to the security that were appearing with guns pointed at Davis.

"So Mr Prowler, you have the nerve to not only break into my building but you were dumb enough to do it during the day, not even waiting until the night?" Norman questioned incredulously as Davis gave a chuckle.

"I wanted a challenge and I want to be seen when I do something as big as take on Oscorp!" Davis responded as the security open fired at Davis. He then moving fast to the ground and setting off several smoke pellets.

As the guards tried to fire blindly, soon Davis was able to move and silently take out the guards. Soon when the smoke cleared Norman was the last one and Davis was able to take him out no problem. Davis then walked to the entrance of a special vault, he had bought Intel from a disgruntled employee that this was a special vault where Osborn stashed shelved prototypes and plans.

Davis then activated a special hacking device installed in his wrist and then began downloading some info from the servers, shutting down the as well as unlocking the vault. "I can't believe Modell shelved this Gizmo and wanted it dismantled." Davis muttered as he then began putting several of the machines and suits inside in a specialised large bag he had brought with him.

He then hurried back to the window and jumped back out, he then activated a remote control in his gauntlets and then readied his specialised gadget motorcycle (one of the gadgets in the truck but was in parts and needed to be reassembled) to catch him as he then made his escape as the police were arriving.

Good thing he was able to use the bag as a backpack with the straps attached, so he could focus on driving. Tony Consiglio Roniero

He activated a camouflage feature on the bike to turn him and the bike practically invisible. After driving in circles for a short while to lose the trail the police had, he then made his way to warehouse used by the Enforcers gang.

He was greeted by the glaring standing forms of the various members of the Enforcers. He got off as he unmasked himself as he then made his way to greet them in a casual way. He came across Lee Price and Tony Consiglio who were glaring particular harshly at him.

"Glad that you could accept my offer of joining the enforcers Tony and Lee." Davis told them in a patronisingly casual way.

"After Owlsley got busted because you, we were out of a job so you left us with little option Davis. No one would hire us when we see our last job was working for that mayor candidate who got busted for embezzlement." Lee told Davis getting in his face as he pushed him back.

"Ever since you went costumed, you hardly work with us anymore." Shouted one of the members and there were cries in agreement. Davis then asked them to settle down.

"I had an epiphany guys, after becoming the masked Prowler and when Schultz briefly called himself the Shocker. Guys, let's face with... with all the superheroes out there now and all the aliens and super terrorists... we are obsolete." Davis told them and there were mutterings in agitation.

"Obsolete Davis? The Torino crime family had been here in New York for generations and you are saying we are obsolete?" asked a voice and then came up was an aging man with balding black hair and a green suit. He was Roniero Drago, a crime boss who was with the Torino crime family and had been an associate with the Enforcers.

"Your explanation had better be good Davis! I was a major shareholder of Owlsley's firm and I was all set for big money once Owlsley got into the mayor's office! Thanks to your little stunt, the stock plummeted and now the police are looking over every document related to the firm!" Dragon shouted almost getting in your face.

"What I mean is that we need to adapt to super crime, evolve into super criminals! I got a whole lot of Intel and junk from Oscorp to let us do just that! You can be the first to try it out Drago." Davis told him and smirked when Drago looked like he was interested.

*PB*

A few days later in the morning Peter was out web-slinging as Spider-Man, going to the direction of an armored car robbery that was in progress. "Okay so I take care of these two guys and then my first day back at Horizon..." Peter muttered to himself. The previous afternoon Aunt May had gotten a message that Horizon High would be ready to start classes again the next day. Peter was excited to be going back, as he had barely started Horizon before the fake alien invasion.

Of course Peter before he left for school had to see a certain live story on the news:

 _"I have to go give the rent to Mr Ditkovich before I go to work Peter, you will be alright with locking the apartment on your own? Plus will be safe going back to Horizon, I don't think my heart will take it if I see another news story about Horizon being invaded by robot aliens again." Aunt May asked getting money out of her purse as she was putting her jacket on._

 _"Of course Aunt May, I will be fine and if something does happen at Horizon... Well then good thing you work at a hospital to fix your heart..." Peter muttered weakly as Aunt May gave him a good natured smile as she left._

 _"My nephew the jokester..." she muttered as Peter went to the TV to turn it off. But then he saw it was on the news and there was an emergency live broadcast of an armored car robbery in progress. Two robbers using blaster weapons and were identified as small time criminals Randy Vale and Jimmy Natale. There was a close up of them with Vale being a brown haired man and Natale being a thinner black haired man. They were wearing bomber jackets and goggles._

 _Peter sighed as he knew he had to take care of this before Horizon._

Thankfully the robbery was not too far from his apartment. So he could take care of it, change back into civilian clothes and then walk to Horizon.

Peter quickly came across the area where the two thugs were using the downed truck as cover as they were shooting at the police officers. Peter swooped down from behind and knocked down Vale. "Sorry but can we please wrap this up quickly..." Peter drawled using his Spider-Sense and reflexes to avoid the blast that was coming his way.

Vale then took a bag of stolen jewellery from the truck and then got Natale up. "Come on Natale; let's test these things out..." Vale muttered to Natale as Peter then noticed they were wearing backpacks.

Then to Peter's shock they then exploded as then came out robotic bird like wings with thrusters attacked to them. Natale's was dark red and Vale's was dark green. They then began taking to the sky and then Peter web slinged to Natale's backpack and then yelled as he was then taken for a ride as Natale flew away.

Peter then regained his senses feeling a bit scared as it was higher than he was used to as web-slinging. Gaining enough courage he shot out another web to pull himself up to Natale and then grabbed onto his waste.

"So are you trying to imitate Falcon? Have to admit he is nowhere near my favourite Avenger but you have to be cool to be a partner to Captain America!" Peter told him smashing through the backpack with his hand. Natale was screaming when he realised his backpack was going down.

"Natale! You are letting the Spider make you a laughing stock! We are supposed to be a Vulture Squadron." Vale shouted incredulously flying right at Peter and Natale, obviously trying to push Peter off. Peter however grabbed Natale by the collar off his shirt and then jumped out of the way and managed to land on Vale's backpack.

He then forced Vale to land at the ground next to the van while saying "so you call yourselves the Vulture Squadron? What did you give up on catching that pigeon?" He then left them for the police as he then web slinged to the alley he changed in.

*PB*

Soon enough with running at a moderate pace he made it to the entrance of Horizon High and then walked up to where Harry was standing with a glare to his phone. "Something wrong Harry?" Peter asked concerned as Harry sighed showing him the news feed of Spider-Man catching Vale and Natale.

They then began walking to class together as Harry whispered to him "you know how Oscorp was robbed by that Prowler guy a few nights ago?" Peter gave a slight nod and Harry responded "those blasters and wings were a part of the tech that the Prowler stole. They also used the prototype and enhanced versions of the Redwing tech that Oscorp sold to the Technology about a decade ago. There is even an armored version that Dad was going to show to the military later this week. Dad is really angry about it; the Prowler stole a lot of dangerous tech..." Harry muttered and Peter was surprised like this.

The Prowler made himself look like a masked Robin Hood figure and now he was giving stolen tech to other criminals? "Whats worse is that since then, I heard students from Truman High and Midtown whispering about if my dad was corrupt like Owlsley if the Prowler choose to steal from him. I got into a big argument with some yesterday and almost got kicked out of the Coffee Bean." Harry muttered looking even angrier.

"Sorry about that Harry, I hope that the police get your dad's tech back." Peter told him and Harry shook his head. Then inside the room called a long black haired man in a scientist's coat.

"Could you please step inside Mr Parker and Mr Osborn, class will start in a minute!" called the professor Michael Morbius in a stern voice making Peter and Harry jump. They gave Professor Morbius their apologises as they came in and took their seats for the class to begin.

*PB*

Later in the warehouse Davis was in normal clothes and was confronted by an angry looking Drago. "That was supposed to be the technology that would be used by Falcon an actual Avenger? With that supposed technology, Natale and Vale were taken down easily by that Spider lunatic!" Drago growled furiously as Davis motioned him to follow.

"Sorry that the test flight was disappointing. We had a closer look at the files on the intel I brought back. Those two backpacks were Mark I and Mark II prototypes, it was a later version that would be sold to the military and I am so sorry that I was not able to inform you that. Still we have got the latest Mark of the technology that Osborn recently completed. I promised you that you would have a chance at the new big leagues of super criminals and you shall with this!" Davis told him opening a door and showing him the suit.

It was a dark green and black full bodysuit with lenses in the mask and on the back were two vulture like wings with turbines and were bigger than the other versions. Drago smirked as he told Davis "Well then I will be happy to try it out, let's see New York get a test of a real vulture..."

 **Drago's Vulture suit is the Iron Vulture from the Ultimate Spider-Man cartoon.**


	12. Vultures part 2

Later the day after school was finished Harry and Peter were walking down the street; they had decided to take a trip to the Coffee Bean together. "So sorry again about your Oscorp's inventions being stolen Harry." Peter told Harry who was shrugging it off.

"Not to worry about it Pete, but please keep it on the down low. If dad ever found out I was telling you stuff that I shouldn't about Oscorp... Well... I would probably be grounded until forever..." Harry muttered to laughter from Peter.

They were about to enter through the door when Flash Thompson came running at them shoving a test paper in Peter's face. Peter got it off and took a look to see it was graded A-. "So you got an A- Flash? That's mean that my tutoring really worked, didn't it!" Peter told Flash looking quite pleased thinking that this means Flash might go easier on him the next times they end up meeting.

Flash grinned when he saw someone sulking at a table and then went inside. Peter and Harry then noticed the kid was Kevin Wyatt and Flash went in his face saying "I got enough of a passing grade to stay on my football team, pity you're no longer on Truman's team because I would love to wipe the floor with you on the field!" it looked like a confrontation was about to go on before an employee went to break it off.

"Wait, Wyatt is not on his football team anymore?" Peter asked imaging Truman High's Principal Anderson literally kicking Kevin off the football pitch. They then saw Liz at a nearby table as she spoke up.

"Didn't you hear Peter? Truman's principal finally barred him from the team when he came in over an hour late. Word is that he tried to blame it on him being stuck to a spider web." Liz explained causing Harry to laugh and Peter's eyes to widen when he remembered that confrontation with Kevin when he caught him bullying Miles Morales.

" _Well, why didn't he say that Spider-Man did it... Of course he would have to explain what happened when Spider-Man found him and he can't get Miles to vouch for him because he would have to admit that he was bullying a young kid. Plus if he tried to get Miles to lie about what happened then he would get into more trouble with Captain Morales._ " Peter thought in his head grinning before he felt his Spider-Sense going off.

"Sorry Harry, I gotta go now so I will catch you later..." Peter muttered running out the door before Harry had even had the chance to respond. Harry looked annoyed before he started hearing loud noises outside and started to go out himself.

Peter then saw a green figure diving down at the sky before going up again. " _A problem with being a superhero is that I can't get a day off, maybe I need a sidekick to help. Wonder where I can get a Kid Arachnid or something..._ " Peter thought in his head going into an alleyway. He went to work changing into his Spider-Man suit and then climbed up the building to take a closer look.

The figured noticed Peter and then swooped down and it seemed to have metal wings that he tried to stab Peter with. He jumped down from the building and onto the ground. The figure was now floating near the ground so that Peter could get a good look at him. He then saw it was Drago wearing the armor.

"Because of you masked types, us normal criminals had to learn to adapt. You are now the pray of the one true Vulture!" Drago told him as he charged right at Peter in the air with Peter having to dodge at the last second.

"Well if you're anything liked the other guys, I don't think that this will be any trouble... Or not..." Peter said out loud only to see that through the lenses of mask Drago was shooting out a red energy beam. It was going at the coffee bean so Peter had to rush to push the people there to saftey.

"You are using one of Oscorp's stolen inventions! Give it back!" Harry shouted managing to lift up a piece of debris and threw it right at Drago's direction. Peter seeing the angle through his Heads Up Display saw that it would just crash at the buildings or pavements on the other side.

Peter quickly went to work jumping up at the piece of debris and catching it. He then placed it on the ground. He then panicked when he saw that Drago lunged at Harry and picked him up by the shoulders. "Daddy Osborn will no doubt pay a hefty ransom for his little brat!" Drago smirked taking off in flight as Harry screamed in terror. Peter was extremely alarmed at this and then rushed on his web to try and save him. He was so distracted by his fear of Harry being in danger that he ended up missing his web and ended up landing on a car.

"So sorry about that!" Peter told the car owner who was outside of apologetically as the woman was shaking his fist. He then went back to web slinging after Drago.

Harry was angrily and fearfully trying to let himself out of Drago's grip. He then ended up punching past the turbine of Drago's left wing causing Drago to drop him in panick. Peter thankfully managed to catch him on time. Peter then put him on the down and asked "I hope you're alright Harry... Harry Osborn, isn't it? Sorry gotta vulture to catch." Peter told Harry incredulously going back after Drago before Harry could respond.

Peter then saw that Drago with his left turbine was losing control of his flight. "Sure wish I could analyse the armor, it would be cool to go over it and see if there is something I can use..." Peter muttered only to be caught surprised when his Heads Up Display actually began scanning analysing the armor when it got a good enough view of it.

" _Okay, I really love this suit!_ " Peter thought as it finished scanning the suit, he then grew alarmed when he saw that the damaged wing of the suit looked like it could blow up on Drago. Plus it seemed that with Drago's age, he might not be able to keep up with the suit for very long.

Peter then went to work web slinging at Drago and having to dodge the energy beams from his lenses. He then managed the get a hold of the damaged wing. He then went to the other wing and then began forcing Drago to steer at the ground. He then focused as he used his Heads Up Display to mentally calculate the best angle to land.

When they went to a safe ground level Peter then ripped the damaged wing off. Drago managed to get to his feet in rage as Peter landed on his feet. "I bet you're not so tough now that you're not airborne, are you?" Peter taunted as Drago screamed at Peter charging at him with the claws on his gloves.

Peter then dodged his attack and then ripped off his other wing. He then went for a punch to the gut knocking him to his knees in pain. He then noticed the assembling reporters, police officers and people with camera phones.

He then went to work web slinging to the alley where he would get changed back. Unknown to him a certain smirking African American man in a hat and trenchcoat was standing by the alley smirking. Making himself look inconspicuous while Peter ran out with his backpack. The man then casually went to his phone and then sent his encrypted pre recorded video to the internet. "Things will be so much easier for me when I make myself look like a big outlaw hero..." the man called Aaron Davis muttered to himself with his smirk.

*PB*

After some time Peter went to the scene of the battle where the police officers were taking statements as well as taking Drago into the back of a police van. He then ran to where he saw Harry was with Flash and Liz with their phones.

He then ran past some men cleaning up the remnants of the wings of Drago's suit. He then felt his Spider Sense go off but then looked around to see nothing was there. " _That was odd... but no time to dwell on that now... have to make sure Harry is alright..._ " Peter thought in his head as he rushed to Harry.

"Harry, sorry for that but I heard what happened so are you..." Peter asked only for Harry to show him his phone. Peter looked at it and his eyes widened when he saw it was a video of the Prowler in a dark room. He then spoke to the camera:

"Ladies and gentlemen of New York, I am so sorry about this. I had entrusted the tech that I took from Oscorp to friends but it seems that they misused it. I sincerely didn't want them to run amok with it but I guess in my profession you have to be careful who to trust. Do not believe me if you wish but remember this: Oscorp created these weapons to sell to the military or perhaps even less trustworthy characters. True the tech led to the Falcon but can you imagine soldiers with winged soldiers out there? What if HYDRA or AIM got their hands on this tech? I want to look out for the little guy and I am on a crusade against rich powerful types like Owlsley and Osborn. These men are dangerous; with the knowledge that was uncovered can you imagine if Owlsley succeeded in being mayor? I exposed Owlsley but there are more out there and I will take on them all. For those who are misusing the tech I entrusted with them, at least there is Spider-Man out there looking out for you all!"

Peter and Harry were looking at the video with wide eyes and open jaws. Peter had a sneaking suspicion that it was all too convenient, suspicious and he didn't feel that Prowler was being sincere.

"Good one Osborn, now we know what toys your dad has been up to." Flash told him passing Harry and bumping him on the shoulder and there were mutterings towards Harry.

Peter tried to put a comforting hand on his shoulder but Harry whispered to him "first this Spider-Man appears with me suspecting he was a subject for Oscorp's OZ spiders and now this Prowler steals my dad's tech. I bet the two are working together..." Peter was in shock but then Harry then stormed off and Liz passed Peter.

"Glad to see you're alright Peter, I am going to go home to relax. Hope things are going well for you at Horizon." Liz told him and Peter mouthed a quick 'thanks' as he then began walking home himself. He needed to clear this up with Harry somehow without revealing his secret.

Still he needed to be on the lookout for anyone else using the stolen Oscorp inventions.

*PB*

That night Norman Osborn was in his office at Oscorp on a furious phone call with General Slocum, Oscorp's main liaison with the United States Military. "Sorry Mr Osborn, with the media attention on your stolen inventions we feel that we have to cancel on the presentation. My superiors were not impressed that your tech could be defeated by a single masked vigilante. Perhaps another time." General Slocum told him before the call ended.

Norman then furiously banged his desk cursing both Spider-Man and Prowler. After this debacle he needed something to impress his contacts with the military. Perhaps if he could somehow find a way to rework the OZ serum and even rework the tech that the three criminals stolen. He then used his phone to call one of his scientists Adrian Toomes who had invented the Redwing technology. They needed to think about reworking the flight tech in them somehow...

 **I have plans down the road to do a dimensional team up with an alternate universe Miles as Spider-Man (teenaged and thus older than Miles in this universe). What do you think if I did a short story about Miles' origin in that universe?**

 **Did you hear that Stan Lee considers Tom Holland the best Spidey?**


	13. Fantastic part 1

One day during lunch Peter was in his personal lab drawing up some calculations on a chalkboard while listening to a live news radio system on a radio he had fixed up. He had beakers boiling up while having the web-shooters of his suit out. "Hope I have calculations just right..." Peter muttered before looking to the beakers and seeing that they were ready.

He then began filling them into little cartridges to slide into his Web-Shooters. There was a knock on the door and Peter was alarmed for a second before Max entered making Peter look relieved. "Can I ask what you are doing Peter?" Max inquired looking to the calculations on the chalkboard.

"Sorry Mr Modell, but I have been using my lab to make more of the webbing for my Web-Shooters. In fact I have been thinking of trying more versions of my web. In fact here is a test run of a special new batch I made." Peter told Max showing him a fashion store dummy that he found in one of the storage areas of the school. He then aimed his Web-Shooters at it after applying the special batch and then fired.

Upon impact, it briefly covered the dummy in instant web before falling apart. "It's a sort of impact webbing; I am still working on it..." Peter admitted sheepishly while Max gave him a smile.

"Not bad Peter but I must say if you want to work on your Spider-Man stuff in your lab, please be careful in case someone like a member of staff comes in while you're working. Plus I am not keen on students creating weapons so while you can work on your webbing, I don't want to hear word of you making a laser or something..." Max warned and Peter gave him a salute.

"Don't worry I won't Mr Modell, plus I have been working on a new science project. Miniature tracing devices, I got the idea from this manual I read about how tracking devices work and I tried my hand at making my own ones." Peter told him showing his prototype tracking device which was a small circular device with a button.

Peter then gave it to Max to get a closer look when Peter got out a device which was plugged into his mask. "I have made them silent and programmed the tracking data to the computer in my mask for a test run at some point." Peter further explained and Max let out a smile.

"Impressive Peter, I must say that I think I made a good voice in awarding you that scholarship. Perhaps I could brag about this to one of my old scientific colleagues later." Max told him as then a news message came onto the radio:

" _We are just getting word that there is a highjacking of an armored car. The assailant indentified as petty criminal Pete Petruski reportedly used some sort of gun connected to a device on his backpack which allowed him to use some sort of glue substance..._ "

Peter wasted no time in getting his stuff together but stopped as Max looked at him with his arms crossed. "Make sure you're done by the time of your next class Peter, no need for your schoolwork and lessons to suffer." Max warned him and Peter gave him an understanding nod as Max then left.

After getting things into his backpack he rushed out to a bathroom and quickly got changed into his Spider-Man suit and then sneaked out of the window. He then web slinged to the road and Peter could not believe his luck when he saw the speeding truck rush by.

He then quickly chased after it and then jumped to the road and used his web to catch the back of it. The armored car slowed down and he then pulled on the web to drag it closer until it came to a complete stop. Then the driver came out and he was a bald headed man in a purple jumpsuit with goggles and the backpack device on his back.

"I would have been home free in a while if it wasn't for you!" Pete Petruski ranted as he got his guns and then began shooting the glue like substance at Peter's direction. Peter jumped out of the way and then pushed Pete into the glue puddle he had made himself.

"So do I call you Paste Pot Pete or something?" Peter joked but then grew concerned as he was now surrounded by men in suits pointing guns at him.

The lead one a balding brown haired middle aged man angrily went up to him shouting "nice going you masked lunatic, you ruined everything! Do you know what you did?"

Peter glared at the man wondering what was going on, he just caught the guy. "Uhh, stopping the bad guy? Who are you guys as I don't think you are police?" Peter asked batting an eye.

"We're with the FBI, we were shadowing this guy so he can lead us back to his base. A sting operation to catch him and get a lead to the rest of the stolen Oscorp equipment. Now you ruined everything!" the man explained in a harsh tone taking Peter back. He realised it would make sense to follow him back and make see if there was the rest of the stolen stuff.

Peter didn't know what to say as the man continued on "See, this is why nuts with powers like you shouldn't but in to work that is left to the professionals! We don't need you going around in a mask making more trouble than there were previously! Now we are bringing you in..." then came police officers as Peter took the distraction to web sling off back to the school as the man tried shooting at him. Then his partner a brown haired woman with glasses and a suit herself then stopped him as the man ranted about him getting away.

Jefferson came up to them and introduced himself to them "Captain Morales and please don't be too hard on him, I think his heart is in the right place. Plus he was a big help in taking in Clayton Cole and the three Vultures."

"That's the problem with the NYPD now; you seem to be so ill equipped that you allow vigilantes with powers to take care of these cases. We were sent in for the case of the stolen Oscorp technology as you clearly are too lenient on that Spider and unable to do anything about the Prowler or the danger the stolen technology holds." The man ranted at Jefferson as Jefferson grew more stern.

"Sorry about my partner Captain Morales, the FBI are not questing your competence; it's just that we see you need extra help with these new super criminals. I am Special Agent Carlie Cooper and this is my partner Special Agent Mac Gargan. I hope we can work together on this." The woman introduced as Gargan grunted in response.

*PB*

After school Peter walked out with Harry at the school, Peter was still thinking about earlier wondering if he should get involved with this stuff immediately. It would help to stake out and find the guy at his hideout, but then again it would mean letting the guys do more damage with the stuff at the moment if he didn't catch them...

If only being a crime fighter was simpler...

Harry huffed when he looked at the phone reading about the encounter between Petruski and Spider-Man on a news site. "I can't believe it, another stolen Oscorp invention... all that money and time on those inventions by my dad's scientists only to get stolen..." Harry muttered when Sajani walked up to them with a raised eyebrow.

"Oscorp is supposed to be a top notch science company so what were they doing designing a glue shooting gizmo?" Sajani questioned as Harry looked taken aback and could not answer. "What some sort of welding device or something, please have fun looking at the new supervillains that Oscorp helped make." Sajani told them in a taunting voice before leaving.

"Stupid Sajani, soon I am going to build something that will leave her speechless..." Harry ranted before calming down as Peter looked a bit worried. "I will see you later Peter, dad still wants me back at Oscorp for more tests." Harry told him apologetically as Peter waved to him goodbye.

Peter then saw at the road of the entrance was a sixteen year old blonde haired boy in sunglasses and a flame styled jacket in front of a red sports car with students taking pictures. "Hello genius ladies, who wants to take a ride with Johnny Storm!" the boy asked looking like he was showing off to some female students.

Some girls were swooning over him but there was an older student who looked unimpressed as he walked over. "What is some stupid jock like you doing here? We are intellectual superiors to the likes of you who thinks he can show off with fancy cars and a sports magazine look." The student asked making Johnny looked incredibly angry.

" _Wait, what is happening? Why is it going off?_ " Peter asked in his mind as he felt his spider sense going off as the guy's friends began laughing at Johnny making him even angrier.

He then yelled at the boy with his hands and hair looking like they were on fire scaring away some students. Peter's mouth was open as Johnny looked freaked out as he panicked and went back into his car. " _Wait this guy was on fire, what happened to him? Well I could find out myself if I did a stakeout..._ " Peter thought in his head getting an idea.

Peter then got out his little tracking device and pressed the button as he passed by, slightly throwing the device so it stuck to the door of his car. The car then drove off as Peter went to a hiding place to change into Spider-Man. He then smirked as he turned on the tracking software. He then climbed up the building and then began web slinging as he saw the tracking icon in his heads up display move in a mini map of the city.

" _Okay my fiery friend, soon I will find out and find out if you are hero or villain..._ " Peter thought in his head wanting to thank the FBI guy for giving him the idea of doing this. Soon the car stopped and Peter had followed it to a tall building with a sign that said ' **BAXTER BUILDING** '.

" _Baxter Building? Well I will see if I can sneak in and find this fire guy..._ " Peter thought seeing the guy rush into the entrance of the building. He web slinged to the wall of the building and found an open window to climb into. He then sneaked his way out of the room which seemed to be filled with cabinets of files.

He then found his Spider-Sense go off as he heard a grunting gravelly voice ask "are you the Spider guy? What is a mook like you doing here?" he then turned and was astounded to see towering over him was a large bulky guy who seemed to be made of orange rocks and was wearing dark blue shorts.

"So am I looking at an actual alien or something, sorry I am just looking for this fire guy who was outside Horizon High..." Peter asked looking fearful for his voice feeling intimidated. Something told him that was not just another robot.

"So Johnny brought ya here? Follow me..." the guy muttered motioning Peter to follow him, the ground feeling like it moved with every step the guy took. Peter relented following by crawling up the walls. Well the guy seemed friendly, well as friendly as a guy made of rocks could be. So perhaps things will be alright.

*PB*

Johnny went through the Baxter Building's corridors looking casual until he came across this changing room. He then went in and changed into a dark blue bodysuit with a symbol consisting of a circle with black letters ' **FF** ' in the middle.

He then walked out to be confronted by an angry looking woman in her twenties with short blonde hair that was wearing the same bodysuit at him. "Hey sis, what's up?" Johnny gulped looking at his older sister Susan Storm with great fear in his eyes.

"Follow me now." Susan demanded in a voice that dared him to argue back. Johnny relented following him to a meeting room where there were sitting at a table a black haired in his thirties and he was wearing a labcoat as well as the same bodysuit as Johnny and Susan. There was a grey haired man in a moustache and a business suit.

The man in the labcoat called Reed Richards pointed to a monitor behind him and he clicked a button to show recent tweets of what happened at Horizon with footage and pictures from phones. "Johnny, we have warned you many times to be careful out of the Building. What exactly happened?" Reed asked harshly as Johnny spoke up.

"Look it was an accident, I wanted to show off my car but this big guy mocked me and it just sort of happened. Look people will just think it's fake or a magic show, if not they will forget about it soon..." Johnny explained trying to weakly defend himself.

"More of these incidents and there could be at rail to track you down to here Johnny. The Future Foundation has done a lot to keep our efforts under wraps and your recklessness could risk all that Johnny." Susan told him harshly as Johnny was shaking his head.

"Look no one will follow me here; you're being paranoid about nothing..." Johnny ranted only for the door to open and then entered the rock man.

"Hello Ben, we were just telling Johnny that his little incident at Horizon High could have left clues to lead him back here." Reed told the man who was named Ben Grimm. Grimm then gave a gruff humourless laugh.

"Bit late for that stretch, seems like someone snuck in looking for Johnny." Ben told him moving out of the way to let Peter walk in to the alarm of those there.

"Wait, you're that Spider-Man guy?" Johnny asked speaking up as Susan began slapping her head. "Well I guess you will be too busy being with this that you won't care too much that I was in such a hurry to get back, I ended up getting a parking ticket..." Johnny commented only for Susan to

"So FF? Are you like some sort of super team, a fantastic four or something?" Peter asked which Reed shaking his head in amusement. Then they then saw enter through the door was Max Modell with Peter's eyes widening behind his mask and Max looking shocked.

"Pet... Spider-Man, what are you doing here?" Max asked correcting himself as soon as he could. Reed then smiled as he faced Max. Peter was then more shocked when Reed's neck stretched all the way across the table to get a closer look at Peter's suit before going back.

" _Okay is this some sort of super powers facility?_ " Peter asked himself wanting to get this over and done with.

"So I was correct, you do know Spider-Man." Reed spoke up shocking Peter and Max. "Come on Max, looking at the news reports it was clear that Spider-Man's suit resembled your Impact suits. The fact that he saved your life from Clayton and he stopped the supposed alien invasion inside your school made it clear it could not be a coincidence." Reed commented as Max motioned Peter to follow him to another room.

"I am sorry if I wandered into your secret science club Mr Modell, it's just that I saw the guy showing off fire powers outside the school when I was going out. I decided to use my tracer to follow him and he led me here..." Peter explained as Max sighed using his hand to motion Peter to stop.

"Don't worry Peter, Johnny was sure to bring unwarranted attention sooner or later. Before you get more information you must promise that what you learn MUST be kept a secret." Max warned him and Peter gulped giving him a nod.

"Well the Baxter Building is the headquarters of the Future Foundation. It's a secret government think tank; I regularly come here to help collaborate their data." Max explained as then came in Ben.

"As much as I wanted to stay and listen to Susie chew out Johnny, I wanted to check out the Spider-Man guy. Seen you on the news, don't think you are too bad. Ben Grimm..." Ben told him giving him his hand to shake which Peter nervously did. Max then told them that he was leaving to check back up with Susan, Reed and Johnny.

"I might get flack for telling you this but you wanna know how we got like this?" Ben asked and Peter eagerly nodded his head. "Well you see, six months ago we were studying these space rocks that me and Reed got from space testing a rocket aircraft. Johnny was here as he is Susan's kid brother. The rocks suddenly began exploding, me, Reed, Susan and Johnny were the only ones who did not get out in time and we were blasted by cosmic waves the rocks emitted. Gave us powers and in my case turned me into this..." Ben explained looking quite regretful.

"So why the secrecy? You could be out there being heroes like the Avengers?" Peter asked as Ben laughed humourlessly.

"Well the government liaison Willie Lumpkin the old guy there, doesn't want anything about Future Foundation going to the public. Besides I look like this without being able to change back, I would be seen as a freak. You're lucky as I bet you still look normal under your mask but I would be treated as more of a monster than the Hulk..." Ben muttered as Peter could feel the sadness in his voice.

"Come on, don't be like that... there are people that like the Hulk and I bet people will love you..." Peter spoke up trying to cheer him up before they heard an alarm going off. Peter could feel his Spider-Sense go off as well.

Ben began rushing out of the room and Peter decided to follow. They were now in a lab with Reed, Susan and Johnny overlooking a portal device not too different from the one that was in Horizon. Peter saw Max and asked him "is that the same type of portal thing you had Mr Modell?"

Max shook his head and told him "Doctor Richards created his own after the prototype at Horizon was built. This one is more stable and it looks into other dimensions, it's used to look out for possible threats. The four of them use their powers against any threat that sneaks its way through the portal."

Peter then looked alarmed as there was a humanoid six armed spider monster coming out of the portal. Peter gulped, it seemed like it was not his day...

 **I know I said I didn't want to do anything right off the bat like alien invasions or that, but I decided to have Peter's first team up here. Since Peter's first team up in the comics was with the Fantastic Four in only his second ever appearence.**


	14. Fantastic part 2

Peter then nervously went up to the spider monster and spoke to him asking "so... Do you think we can talk this out... Spider-Man to... spider man?" Peter asked and the spider monster hissed at him. "Guess not..." Peter muttered when the spider monster lunged right at him.

He was barely managing to push the spider monster's arms back and was surprised when in a deep voice the monster asked him " **So... are you a Peter Parker?** " He was taken aback, how did he know his name?

Wait did he ask if he was **A** Peter Parker?

Ben the pulled the creature off him but it managed to get back loose. Johnny sent a fireball at the creature before flinging himself at Peter pushing him through the portal. Peter managed to get off before he pinned the monster down to the ground.

He was stunned when he saw he was in some sort of secret lab, he looked to the desks and saw there were reports from the superiors of whoever ran the lab plus newspaper articles. Apparently this lab was commissioned by... US President Wilson Fisk?

" **My base of operations, used to be a secret off the books Project Pegasus base before I killed everyone here and took over. We are in my dimension and I am no stranger to visiting dimensions. Been testing myself against Spiders like us, killed a few but a few got the better of me...** " the spider monster muttered getting up.

"So we are in an alternate Earth?" Peter asked a little freaked out that he was now practically in an episode of Doctor Who. Would there be evil versions of heroes with beards... not that much different from how Tony Stark normally looked but still...

" **My Earth yes...** " the spider monster replied with Peter realising this guy must be human... or at least was...

Was this his fate?

As if reading his mind the spider monster assured him " **relax, Spiders mutating like me are quite rare. Certainly not as quickly as I did, I prefer not human to be honest so I am happy with myself.** "

A chilling thought came to him and he asked "wait you asked if I was a Peter Parker, are you one too?" The only way he could feel worst than being criticised by his approached was if he was seeing a real him.

" **Patton Parnel actually, I asked because most of the spiders out there are Peter Parkers. I guess I am close enough, guess the Peter Parkers are usually fated to be spiders. There are some Gwen Stacys, Flash Thompson and maybe a MJ every once in a while but it seems the multiversal gods really like having you bitten.** " The Spider Monster told him and Peter just had the mental thought of Flash in his costume.

" **But let me tell you, I really hate the Parker spiders. Their talk of power and responsibility... Makes me physically ill! My life sucked before my powers because I had nothing to fight back with, I enjoy being a monster and the only way that my Uncle Ted dying would affect me was if it wasn't by my hand...** " Patton told him as he was getting ready to attack him.

So apparently there are multiversal Spider-Man and this was on the bad ones?

"Wait, why tell me all this?" Peter asked his Spider-Sense going off like crazy. Patton laughed like crazy.

" **Because I wanted you off your guard, because I felt like it, because I like to play with my food... take your pick!** " Patton shouted only to be thrown back by a blast. Peter turned around and saw to his astonishment Susan appeared as if out of nowhere.

"Invisibility and force field powers." Susan explained to Peter before pointing to the dimension device. They both ran to the open portal but Peter decided to smash at the controls and power source before going through. Patton jumped right at them before the portal closed.

"I think I smashed his machine so he won't be bothering anymore people outside of his dimension..." Peter muttered as Reed went to him asking to do some tests to make sure he was alright. Peter thought he could use the rest so thought so.

*PB*

Soon Peter was given a clean bill of health and Susan volunteered to show him to an open window he could go out of, after speaking something with Reed, Willie Lumpkins and Max. After saying one final goodbye "I hope that everything you saw in here, can be kept a secret? Mr Modell trusts you and Lumpkins is willing to give you the benefit of the doubt. We might be ready to go public one day but it might not be soon." Susan asked and Peter just gave a nod thinking over what happened.

"So Parnel gave you the multidimensional speech to make you wonder if you mutate like him or if you go bad?" Susan asked and Peter sighed. "Trust me, I have fave in you. I saw the reports of you and I am impressed." Susan told him and Peter gave a smile like that.

"Well I just have to stop thinking about if I become a monster, just remember to look for me if you want to become a fantastic five." Peter told her swinging out of the building window. She was joined by Ben and Reed.

"Not the worst people Johnny could have led back here, I think I like the kid." Ben smirked and Reed gave an encouraging nod.

"So since it turned out well in the end of the day, does that mean that I am off the hook for what happened and the ticket?" Johnny asked as everyone just glared at him. "Worth a shot..." Johnny muttered feeling like he was going to be grounded for this.

*PB*

Two days later a car of robbers that used experimental Oscorp blasters had made it back to the warehouse they were using. They were trying out the blasters in a good old fashioned bank robbery. There was Tony Consiglio and several other men there to greet them.

"So how did the blasters turn out?" Tony asked as they grinned and took out the bags of money that had stolen.

"Brilliant, Spider-Man tried to come after us on our car but our blasters scared him off. He was just a coward anyway." Grinned one of the robbers taking off his mask as Tony was showing them to the inside of the warehouse.

"Good to know but I have something for you if you want to go full supervillain. One of the Oscorp projects we got our hands on was some sort of blood of enhanced scorpions. Something that can be used to get rid of the spider since scorpions are a predator to spiders..." Tony told them only for Peter to come through the window in his suit.

"Sorry guys, but I don't think you will have the chance to try it out." Peter told them using his webs against the guys with the blasters which tied them up upon impact. "I got to try my impact webbing on the field now." Peter grinned as he looked to the rest of the guys who were still taken aback by him appearing.

Then came in several armed police officers, there was Jefferson Morales leading the charge and Peter grinned as he showed Jefferson one of his tracer devices. "I figured out how to use these Spider Tracers for those sting operations that guy from the FBI was talking about. Put it on the guys' car to lead me and us back here!" Peter grinned as Jefferson gave him an appreciate nod.

Tony's mouth was open wide with horror as he furiously looked to the webbed up robbers. As he was being taken away in handcuffs he shouted to them "you idiots, you didn't realise you were leading the Spider right here!" Peter then shot web to his mouth to shut him up.

Peter then gave a wave to Jefferson and the police officers as he then web slinged away.

Soon enough Agents Carlie Cooper and Mac Gargan had arrived and were collecting the stolen projects to be used as evidence against the crooks. "Looks like Spider-Man learned, I think he might want to thank you agent Gargan." Jefferson grinned to Gargan who just snarled.

"Nothing's changed Morales, he still a masked freak that should be taken care of!" Gargan replied taking a briefcase from the tables to examine the evidence.

"Don't mind my partner Captain Morales; he is touchy on the subject of superhumans." Carlie told Jefferson in an apologetic tone. Gargan however looked to the inside of the briefcase and saw the notes and vials inside. Venom of an enhanced scorpion?

Mac gave a small smirk, this was giving him ideas.

 **Been busy being obsessed with Kingdom Hearts so sorry about that. This will be the last of the dimensional stuff before my crossover with my other Miles story (I will be getting back to it next) but that will not be for a long while. I will have to finish that story first.**

 **Plus have any of been reading the Comixology exclusive miniseries Spidey: School's out. I am enjoying it somehow despite some issues with the art and painting that i hope they fix wit the trade. I can't help but think it's trying to be the Marvel comics universe version of Spider-Man: Homecoming. Peter was going to a school for fellow teen geniuses, Shocker and Vulture are involved, Tony Stark is involved, the girl with the holograms is practically Michelle and Ganke is Peter's roommate practically admitting Ned in the MCU is basically Ganke who is Peter's friend instead of Miles's.**


End file.
